Mentors and Monsters
by starry-oblivion
Summary: An ally of the turtles discovers that they have a common enemy and decides to take him down once and for all, choosing Raphael to be his sidekick. The question is, exactly who is the sidekick... and who will prove to be the hero? Marvelverse crossover.
1. Chapter 1

**Author's Note**: This Marvelverse/TMNT crossover takes place between my other two stories in the same category. It's just after the events in "A Thing for Redheads" and takes place sometime before "The Boogeyman." This is meant to be more of a short side story than a fully fleshed-out arc (think of it as a "filler" episode of a television series). Also, for those readers who are used to my frequent updates, I should warn you that my updates won't be on a daily basis, since my schedule is still a little out-of-whack.

Other than those minor details, enjoy the story!

* * *

"Good evening, my friend."

"Hey Splinter," replied a low voice. "Not much surprises ya, does it?" When the meditating rat refused to even open his eyes, the new arrival took a wary step into the lair, sniffing at the air. "Don't suppose you guys were expectin' visitors, huh?"

"If it is the turtles you seek," Splinter told him, "then I am afraid that you have come at an inopportune time. They are off investigating a disturbance in midtown. Is there anything I can do while you have managed to find your way here?"

"Actually, I was hopin' to talk to Raphael."

At this, Splinter opened his eyes. "Raphael?" He looked up at the short, brusque man standing in front of him. "I do hope that he has not managed to get himself into more trouble. He seems to have a natural talent for it."

"Exactly," came the response. "And that's just why I wanna talk with him. I'm gonna be gone for a few days, and I'd like me some back-up. And call me crazy, but I think the little runt might just be able to help me out."

Splinter observed the visitor quietly, his dark eyes searching for a hidden meaning. When he could find none, he asked, "What precisely is the nature of this journey that would make you believe that Raphael could prove to be of assistance?"

The man gave his broad shoulders a single shrug. "Call it a hunch. Or call it my debut at reasonable thinkin'. Whatever pet name ya wanna give it, let's just settle on it bein' because I like the twerp's company. If I'm breakin' some secret ninja code about disruptin' the clan or something, then I can turn around and go solo. It's just a short gig, anyway."

Splinter said nothing once again. Deciding it to be a lost cause, the man gave him a halfhearted wave and turned to leave. "Mr. Logan," Splinter called, influencing him to stop. "I do not know what it is you seek. All I ask is that, when you find it, you will allow yourself to be glad for it and not disturb the past anymore. Allow it to rest in peace, and honor it the way you would honor the memory of a loved one."

It was Logan's turn to remain quiet. At length, he finally shot Splinter a glance over his shoulder. "You don't know what my life's been like, bub. I got enough years on ya to give ya the Japanese honorific for a kid. The sad part is, I only just remembered most of it recently. And the memories I've got aren't of things that I 'honor.' So don't go tellin' me about lettin' the past rest in peace. The only things that I've ever seen rest in peace have been my enemies, and that's only after a good period of strife right before I let 'em go. And right now, I've got an enemy out there that knows too much about my past, 'n I know too little about _him_. With Raphael's help, I'm gonna aim to change that."

Splinter said nothing else as the enigmatic X-Man known as Wolverine left the lair just as quietly as he had entered.

* * *

As he left the bar several hours later, Logan picked up on a familiar scent coming from a nearby alley.

His hands deep in his pockets, he walked slowly towards the mouth of the alleyway, already knowing who was waiting for him. "_Thought_ I smelled raw sewage nearby," he told the oddly-shaped shadow at the end of the alley.

Raphael was sitting atop a garbage can, lazily twirling one of his sai. "It coulda just been the fact that ya haven't washed your hair out since the Carter administration," the sarcastic turtle replied. "Now that the small talk's over 'n done with, I heard you was lookin' for me."

"I just dropped by to see if I can't pump ya for information," Logan said, removing a cigar from his pocket. "After our last little adventure with spiders and demons, I was wonderin' if you weren't cravin' somethin' a little more down to Earth."

"What ya got in mind?" Raphael asked.

Logan responded, "A little secret agent by the name of Bishop."

Raphael stopped twirling his sai as Logan lit his cigar. "Bishop?" Raphael sputtered. "What, ya mean he's back again? Causin' trouble so soon after ya killed a bunch 'a his men and he nearly got his essence eaten by a Savanti demon?"

"Nobody said he was back," Logan corrected. "But that don't mean I ain't lookin'." He puffed his cigar a few times, waiting for Raphael to say something. When he didn't, he explained, "Tony Stark and Emma Frost did some poking around to see what they can find out about this boy. Turns out, there's more to him than meets the eye. As in, he might even be older than _me_. Because someone who looks a whole lot like him was workin' on the Weapon X program way back around World War II, which is when I was given my very own built-in sai."

"World War II?" Raphael asked, confused. He knew that Agent Bishop was probably around since the Civil War and managed to keep himself looking relatively young with the aid of his stolen alien technology, but Logan…? "But… that was over 65 years ago! Jeez, how old _were_ ya when they put that stuff in ya? I mean, they couldn't have done that to a little kid… could they?"

"You'd be surprised what people can do to ya once they find out you ain't nuthin' but a mutant," Logan answered bitterly. "Still, don't gotta worry about that stuff happenin' to a rugrat, bub. I was well into my thirties by the time they got their grubby paws on me."

"Thirties? But that must mean that you're-"

"Don't hurt your brain with the math, kid," Logan quickly told him. "I didn't go lookin' for ya so we could discuss algebra, okay? I'm goin' to look for Bishop. Tonight. Already got a full gas tank on my jeep and a few changes of clothes in the back. Ya wanna come, then you come. Otherwise, I'm gonna figure out his weaknesses on my own and see where that gets me."

"Good luck with that," Raphael snapped. "If _we_ could figure out Bishop's weaknesses in one go, he wouldn't be such a problem! We saw him walk away after being impaled on a _hook_! How many other guys can you say the same about?"

"For starters," Logan replied, "me." Raphael stopped, apparently never having realized the full extent of Logan's healing abilities. "Yeah, so he's tough. Durable. And he probably thinks he's fightin' on the right side, just like the rest of these stupid anti-mutant pukes. The main difference between him and the vigilantes is that _he_ actually gets government funding. But let's get somethin' straight: _he's_ the bad guy. _He's_ the one that's supposed to die while fallin' off a cliff or somethin'. And if he don't know that, I better make sure he learns before he goes and does anything stupid with all of that information he's managed to learn about me, you, and any other person who was born different from the rest of the world. You want in, you better tell me quick. Otherwise, I'm goin' on my own."

Raphael listened quietly to everything Logan said. It was foolish, he knew. It was crazy, reckless, and completely unreasonable to go out and search for a dangerous enemy when he hasn't made an antagonistic move towards you first. And yet, Raphael couldn't deny that this would be exactly the way he would operate if only he didn't have to worry about what his brothers and sensei would think. Maybe Logan would prove to be the very mentor he had always wished for… and that his family had always feared he would find.

"Yeah," Raphael finally answered. "Yeah, I want in. If we're gonna be gone for days, though, gimme a chance to let the others know. I won't tell 'em where we're goin', but it's only fair that they don't gotta worry." Logan nodded, and Raphael headed towards a manhole cover just across the street. Before he left the alley, he glanced back at Logan. "Meet ya back here in ten minutes. Anything I should bring back?"

"A winter coat and a blanket, junior," Logan remarked. "We're headed up north."


	2. Chapter 2

"Why the mystery, wolf boy?"

Logan spared Raphael a glance out of the corner of his eye. The turtle had indeed bundled himself up in a winter coat, and it looked like his cold-blooded nature was getting the best of him. He made no complaint about it, though, as he simply shrunk away from the windows of Logan's Jeep Wrangler. "Where the heck are we goin'?" Raphael asked. "Antarctica?"

"Opposite direction," Logan muttered, keeping his eyes on the dark road ahead of them. "We're crossin' the border into Canada. Hope ya brought your passport."

"Darn, I left it in my other shell," Raphael growled. "Nice 'a ya to tell me we're leavin' the country after we've already been on the road for a few hours. How do ya expect a mutant turtle to make it past customs?"

"Woulda thought you'd ask about it sooner," Logan remarked. "What, you were too caught up in the excitement of being allowed out with a friend without parental supervision that ya just never thought to ask?"

Hearing the snarl coming from his traveling partner, Logan chuckled absently as he reached into his jacket pocket and withdrew something. "Here," he told him, handing Raphael something that looked like a futuristic wristwatch. "A loan from Tony Stark. It's called an image inducer. Ya can download a series of images into it to create a hologram over your body. Helps the more noticeable mutants like our blue buddy Nightcrawler blend in."

Taking the device, Raphael gaped down at it incredulously. "Wait, ya mean I can put this gadget on and look like anybody I want, so long as I got pictures 'a them? I can make myself look like Brad Pitt or somethin'? Not that I want to or nuthin', but still… have ya got any idea how many people would love to get their hands on somethin' this? Not even mutants, but just humans with stupid self-esteem issues?"

"Exactly why Tony don't market it," Wolverine responded. "Not only is it gonna give people the impression that they can change the way they look whenever they want, but think about the potential crimes that can be committed if nobody knows your real face. Smart guy, that Tony." With a smirk, he added, "As for makin' ya up to look like a pretty boy, don't even think about it, runt. Tony already programmed it with a default image."

"Well nuts," Raphael murmured sarcastically, adjusting the image inducer on his wrist. "And here I was hopin' to land myself a date with Angelina Jolie." Figuring that the device was turned on by the single dial on the "watch" face, Raphael flicked it on. He was surprised by how quickly his green wrist turned a light flesh-colored tone, and his three-fingered hand suddenly had five fingers.

"Aw crap," Logan muttered when he saw him.

"What?" Raphael asked, glancing into the rear-view mirror. All he saw was his own face, but it didn't take him long to surmise that the hologram couldn't be reflected. He'd have to be wary of mirrors and other reflective surfaces.

"Well, Nightcrawler's got this obsession with Errol Flynn," Wolverine explained, sounding too amused for Raphael's liking. "So he sometimes makes himself look like him. I'm guessin' Tony's been watchin' some old movies himself when I asked him to program another inducer for me. Ya look just like Lon Chaney, Jr."

"I'm guessin' I should know that name," Raphael breathed, wishing he could see himself.

"The original Wolfman," Logan clarified. "Among other things. Might bring some unwanted attention, but I doubt anybody would mistake ya for him. Lon was known for being so freakin' tall. _You_ don't gotta worry about that."

"Haha," Raphael said with a glower. "The pot must _love _callin' the kettle black. Maybe somebody'll think I'm his son or somethin' and ask for an autograph."

Logan laughed. "Kid, you're more likely to be Lon's great-grandson." He paused for a moment before throwing in, "I think I might remember meetin' him once. That was back before Weapon X, though, so… memories get a little hazy."

Raphael looked down, wondering once again over just how old Logan was. There was so much talk of lost memories. Raphael only knew the haziest details about the Weapon X program—as in, he only knew what had been done to create the man now known as Wolverine—but could the memory wipe have actually been a result of Logan blocking the memories out himself instead of scientists picking his brain apart? Either way it was a horrific thought, that something would happen that would radically alter his way of life and then leave him robbed of his memories, only to remember them almost seventy years later.

_And Bishop's involved_, Raphael thought, clenching his newly-humanized fist. _Somehow, Bishop was around all those years ago when Wolverine got his body ripped open and had some metal fused to his skeleton, probably just for a scientist's amusement. Was Bishop one 'a these scientists? If he was, I'm gonna-_

"You got real quiet real quick, son," Logan said suddenly. "Don't tell me ya decided to take a minute to actually sit 'n think? Cuz I'm tellin' ya, we ain't got much time for that where we're goin'. Get in, take care 'a business, 'n get out. You don't wanna stay at a Weapon X compound longer than ya have to."

"What exactly _is_ our business?" Raphael asked. "I mean, yeah, I've been known to be a little dense sometimes, but no one went over the battle plan with me. We lookin' for Bishop himself, or are we aimin' on stoppin' him from doin' somethin' specific?"

"If Bishop's there," Logan answered, "we take care of _him_. If he ain't, we're gonna have to take our aggression out on whatever we encounter, huh? Files, equipment, any hapless specimens that might still be locked up, and any pathetic lackeys that might be tryin' to act as defense. That sound good to you?"

"Oh yeah," Raphael grinned. "Especially the bit about the pathetic lackeys. It's been a while since I've been up against anything decent. It'd almost make a guy think that nobody cared about takin' over the world no more."

"People still got their priorities," Logan told him. "No doubt Bishop's cookin' somethin' up, and no doubt that so is any survivin' Savanti demon that knows you're around. Between all of _your_ enemies and the Avengers'—never mind the X-Men's and Spider-Man's and Fantastic Four's—this superhero racket's a full-time job. Despite the huge amount of costumed crazies runnin' around, the demand's outweighin' the supply by a heck of a lot."

Raphael looked down, seeming to consider this. "Yeah," he replied quietly. "I get that impression, too." A heavy silence entered the vehicle before the turtle added, "Y'know… sometimes I can't help but wonder… me 'n my bros don't put that big of a dent on the number of psychos out there. We're just sticking it out in the sewers, taking these punks down one-by-one. But you guys… the Avengers and the X-Men 'n all 'a that… you wipe out these turkeys in a heartbeat, and most 'a the time you got the support 'a humans, too. Heck, just the other day I saw a kid with a Spider-Man sweatshirt."

"Tony probably manufactures them in secret," Logan broke in. "Pete's his favorite, and it makes our job easier if they _like_ us."

"Point is," Raphael continued, "I always feel like me 'n the others are always holdin' back, restrainin' ourselves or somethin'. Like if we do _too much_ good, people'll start noticin', and we can't have that. Like stickin' to the shadows is more important than protectin' the things we care about. Y'know?"

Logan said nothing for a moment before asking, "So… what is it that ya care about so much that ya want to protect?" When Raphael didn't answer, Logan let out a mirthless laugh. "That's your problem, kid. Ya got all these high and mighty ideals, but ya don't quite know what they are. When you figure out what it is that ya want, you'll be surprised how much better of a fighter ya can be."

Raphael looked away once again. _Focus my energy, in other words? Heh… this guy don't sound too different from Splinter. Maybe it's what happens when you live so long; you don't become much else but some hack philosopher or somethin'._

"Somebody's trailin'," Logan said suddenly.

The turtle looked up at the rear view mirror. Logan was right. They were on a fairly quiet back road, probably chosen for the solitude the mutants would be able to enjoy. Yet there appeared to be some kind of van following after them, though it was keeping its distance. Either the driver was stupid for thinking that keeping back would make them invisible, or they _wanted_ to be found out. Either way, it was clear that Logan was convinced that this wasn't just a chance encounter.

Raphael somehow managed to keep himself from crying out when Logan suddenly swerved to the left. "Hey! What the heck-?" The squeal of the tires still ringing in his ears, Raphael shook his head and looked around. Logan had managed to block off the road with his jeep. "Well, ya ain't one for playin' hard-to-get, are ya, Wolvie?"

"I like the direct approach," Logan responded, still looking at the other vehicle as it slowed down in hesitation. "Besides, I think it's best to clear the air now rather than later."

"You playin' my song, old man," Raphael grinned, taking out his sai. He looked up at Logan as the man put a hand on his arm, stopping him from jumping out and facing the newcomers.

"Put those away and switch off the image inducer," Logan told him, watching as the van stopped a few yards away from them. "We ain't fightin'." Raphael tried to question him, but Logan already stepped out of the jeep. Confused, Raphael did what he was told and followed after Logan.

They both stopped a few feet away from the van. Logan put his hands in his pockets and looked into the tinted windshield expectedly. Raphael tensed up, not liking the fact that he couldn't see his opponents. Logan's calm did nothing to ease his tension.

"You gonna sit there all day?" Logan suddenly called out. "Or do ya really want me tear in there and rip ya a couple of new ones, kids?"

Raphael held his breath as he prepared himself for what might be a showdown. Logan seemed to know who he was talking to, but it didn't help any if he didn't reveal anything to Raphael. When the van doors opened, Raphael grabbed the hilt of one of his sai, just in case.

"Well, well," said a familiarly-accented voice. "It would appear that our esteemed comrade has chosen to let us off with a warning before storming the trenches. We certainly are lucky, aren't we, Parker?"

"Yup," his companion said as he stepped out into the cold night. "Typical Parker luck, running true to form." With a wave over to Raphael, he added, "Nice to see ya, Raph. It's been a while."

"N- Nightcrawler? Spider-Man?" Raphael stuttered, surprised. "But… but how…? What's the big idea, followin' us like this-?"

"Allow me to explain," the blue-furred Kurt Wagner, also known as Nightcrawler, offered. "You see, I noticed Logan's brooding disposition as he left the X-Mansion and decided to follow after him, to make sure he does not do anything, well…."

"Loganish?" Peter Parker threw in.

"Precisely," Kurt replied. "My cautious watching of our beloved Wolverine led me to the conversation that he had with you in the alleyway. After hearing about your decision to face off with such a dangerous man so soon after your last encounter with him, I thought it best to contact Parker, as I have no way of getting in touch with the other turtles directly. After some discussion, it was agreed that we should continue our patrol and act as back-up, should the need arise."

"No!" Raphael shot back, hardly letting Kurt finish. "No way! This is somethin' Wolverine and I gotta do on our own!"

"Why?" Peter asked. "Some kinda mutant bonding experience?"

"Shut your trap, Spider Boy!" Raphael growled. "No one invited ya along for the ride, so you can take your stupid van back to wherever ya got it from and stay home. Watch some TV, spend some time with MJ or the other mutants at the Institute, or do whatever it is you superhero types do on your night off."

"Much as they'd probably enjoy a good game of Parcheesi," Logan said with a barely-suppressed smirk, "there ain't no need to get your shell all ruffled, junior. They can come, so you don't gotta raise your voice."

"What?!" Raphael heatedly cried out.

"Think about it, kid," Logan told him. "If I could smell 'em now, what makes ya think I couldn't smell Kurt when he was eavesdroppin'?" Raphael blinked, surprised by this revelation. "I figured we was bein' looked after. They wanna risk their necks, they can go ahead 'n do that. We're they're friends, 'n they wanna protect us."

Raphael looked up at Logan as the man shot him a knowing glance. _Damn him_, Raphael thought. _Is everythin' on this trip gonna be part of some stupid lesson?_

"Kid," Logan continued lowly, "sometimes ya gotta accept an offered hand before it becomes a fist in the mouth. While ya still got buddies, better use 'em as much as ya can."

"Touching and poetic," Peter sniffed sarcastically. "A lovely moral about how to 'use' your friends. I think I'm gonna cry."

Though he was far from happy about the entire thing, Raphael looked away from Logan and glared back at the van. "Fine. But speakin' 'a fists in the mouths, a certain shell-for-brains better stop pretendin' that I don't see 'im lyin' low in the back."

Clearing his throat, Kurt looked back towards the van and sheepishly added, "Yes, about that… it would appear that your brothers were more than a little concerned about your well-being, and sent along an emissary who they all agreed was the most worried."

"Worried?" Michelangelo's voice cried out from the back. Moments later, his head popped out from the passenger-side door. "Puh, yeah right. Splinter just said that I'd be less likely to get in trouble following _you_ guys around than getting in the way at home. Leo and Donnie are testing out some of the boy genius' equipment before tailing along for the ride."

"The whole family's aimin' on comin' along, huh?" Logan asked, crossing his arms over his chest. "That's a bit more hands than I'd like, though I expected as much. You can go ahead and call Leo and Don, let 'em know that I don't reckon we'll be needin' any kind of 'equipment' for this little misadventure."

"We're a bit more hardheaded than that," Michelangelo responded.

"Some 'a us lean more towards the _bone_headed side," Raphael remarked.

"Hey, chill out bro," Michelangelo told him. "C'mon, you know Donnie's never missed a chance to go window shopping over at one of Bishop's labs."

"Every time we meet up with Bishop," Raphael reminded him, "we almost end up being _inside_ the windows. He should know that."

"I was in one of his glass tubes," Peter brought up. "It wasn't fun. Know what else isn't fun? Standing around in the cold. How about we keep driving until we find a diner or something to argue in some more?"

"I rather like Parker's plan," Kurt brought up quickly.

"Right," Logan muttered, clamping a hand down on Raphael's shoulder before he could disagree. "C'mon, runt. Back to the jeep. I know a place where we can crash for the first night of this little family trip."

"You _gotta_ be kiddin' me!" Raphael barked out even as he was dragged away.

"I don't usually kid," Logan told him. "I ain't exactly a lighthearted comedic relief kinda guy, in case ya didn't pick up on that. That's what we keep Kurt 'n Pete around for."

"_And_ Mikey!" Michelangelo threw in.

"Quit while you're ahead, pal," Peter said, pulling Michelangelo back towards the van. "Let's just follow them from a comfortable distance before we wind up on the wrong end of their claws."

Though he continued to glare at Logan begrudgingly, Raphael said nothing as everyone returned to their respective vehicles and continued to drive.


	3. Chapter 3

Raphael was startled awake by someone tapping on the window.

Blinking, he looked to his right. Peter was standing outside the passenger side of the jeep, a white Styrofoam container in his hand. Raphael lowered the window and stared suspiciously down at the box. "What's this? Meals on wheels?"

"Something like that," Peter answered. Handing the container over to Raphael, he said, "Burger and fries. Dinner of champions. Or, at least, dinner of those who go on road trips. Guaranteed to clog your arteries faster than you can ask, 'Are we there yet?'"

"My heart's racin' in anticipation," Raphael remarked dryly as he accepted the food. "Logan and the others are in the diner?"

"Logan and Kurt are discussing things over a beer," Peter answered. "Mikey's been snacking on beef jerky throughout the ride, so he wasn't up for a meal. He's actually napping in the back of the van. It's pretty late, after all."

"So ya decided to bring some food out for the poor defenseless mutant who might get lynched if he goes into a public place?"

"Don't be silly," Peter told him. "Logan's told us about giving you Tony's spare image inducer. I just figured you'd want to go back to sleep after eating. Once you put a couple of beers in front of Kurt and Logan, who knows _how_ long it'll take to snap them back into reality."

"They didn't strike me as boozers," Raphael remarked as he warily looked down at his burger before biting into it.

"They're worse," Peter admitted. "They're _philosophers_. Kurt only ever has one beer, which doesn't have an effect on him. And because of Logan's healing abilities, he can't get drunk no matter _how_ much he chooses to imbibe. But give 'em a comfortable setting, and they can go on yakking forever. Spare blankets are in the van if you get cold."

Raphael gave Peter a ketchup-smeared grin. "Thanks for the warnin'. Don't really feel like using some weird doo-hickey to walk around in public after Logan told me I'd be lookin' like some old horror movie monster."

"Yeah, especially when you could do that right now," Peter cracked.

"Get back in the diner before I start systematically rippin' off your limbs," Raphael growled. With a good-natured laugh, Peter threw him a wave before hastily disappearing. The superhero knew enough about Raphael to know that he and Logan were alike in temperament; threats after a long uncomfortable car ride should _not_ be taken lightly.

With a mouth full of fries, Raphael glanced over at the van that was parked besides Logan's jeep. _Mikey's in the back, probably sound asleep_, he realized. _A snooze don't sound too bad right about now… but he and the others shouldn't even be out here in the first place. _

After a moment's deliberation, he set his food down on the dashboard and switched on his image inducer. Once again unnerved by the sudden human guise of his hand, Raphael opened the passenger door and stepped out into the bitterly cold night. Huddling in his coat, he quickly sprinted over towards the back of the van that Kurt and Peter had used to trail him and Logan.

Quietly turning the handle, Raphael slowly cracked open the back of the van. Sure enough, he saw his brother sprawled across the floor, bundled up in all of the spare blankets that Peter had mentioned. _Way to be a hog, Mikey_, Raphael thought bitterly as he lithely hopped into the back.

Though he didn't know why, he was surprised by how decked out the van was. There were enough technological marvels in that small space to make Donatello regret that _he_ hadn't been the one to go along for the ride. Most of it struck Raphael as strange and foreign, so he decided not to touch it. Chances are, it was on loan from either the X-Men or the Avengers, and he didn't have enough money to cover the costs of anything _either_ of them owned.

Wondering what all of the machinery was used for, Raphael didn't notice the sudden movement behind him until he was already tackled. Pinned to the floor, he could hardly let out a cry of pain or anger as someone held a powerful forearm against the back of his neck. "Lost your way, buddy?"

Raphael blinked in surprised at the familiar voice. "Mikey? Mikey, get the shell offa me!" His brother seemed hesitant, though he did reluctantly move away enough for Raphael to get on his knees. It wasn't until Michelangelo spoke again that he realized he had been confused for someone else, thanks to the image inducer.

"Lon Chaney?" Michelangelo blinked. "Lon Chaney, Jun-… holy… what the heck? Raphael? What…?" Raphael shoved his brother off of him, muttering something about explaining it later. "Sorry bro," Michelangelo apologized sheepishly. "I didn't… I mean, you kinda woke me up and I…."

"Yeah, yeah, I know," Raphael replied. "It was stupid 'a me. At least we know your reflexes are good, huh?" As Michelangelo grinned, Raphael sat himself down on the cold floor of the van, reaching over for some of the discarded blankets. "This ain't no place for you, Mikey. You know that."

"Yeah," Michelangelo surprised him by responding. "I know."

"Y… you know?" Raphael asked. "Then why the heck are ya out here in the cold gettin' ready to fight Bishop when ya could be having a monster movie marathon or whatever it is ya do late at night?"

Michelangelo gave him a rather bemused look as he sat back on his heels. "I'd give you some kinda spiel about how you would've done the same for me… but I won't. Mostly because, if you _did_ do it, you would've done it just for the sake of a good fight." With a shrug as Raphael smirked, he continued, "Look, fighting Bishop's no walk in the park. And if you and Wolverine are stupid enough to go and fight him just because you can, then someone's gotta have your back. In this case, you've got _three_ someones. Soon as Leo and Donnie finish testing out whatever they've gotta test out, we'll all be one big happy family, going on your typical, run of the mill kamikaze mission."

Raphael said nothing for a long time. He had turned to look out the front window of the van, looking at the rundown diner in which their superhero comrades were now "philosophizing." After some time, he finally asked in a low voice, "Mikey… ya think this is their fight?"

Turning to see Michelangelo's confused expression, Raphael explained, "I mean, come on… sure, Wolvie's found out he's got some history with Bishop, so it's only fair that he gets his hands on whatever kinda information we get at this base he's scouted out. But in the end… Bishop's never gone after the X-Men _or_ the Avengers. This ain't about them. He's _our_ enemy, ain't he?"

"Careful bro," Michelangelo warned jokingly. "You're starting to sound possessive"

"I mean it," Raphael pressed on. "Logan's been following a map that he keeps in the glove compartment. Provided he didn't take the map inside with him, I could let the air outta his tires and we could take this van and get to Canada without them. Then when Leo and Don wanna join up, it'll be the four of us against whatever's out there, the way it _should_ be."

As soon as Raphael's proposition became clear, Michelangelo was already shaking his head and disagreeing. "Nuh-uh, no way, time out. You're _definitely_ not thinking with a clear head. They're _superheroes_. It's better to have them on our side than to go in solo. And besides, if we try to leave, Wolverine can probably tell that our scents' are on the move, Spidey can use his spider-sense to know that something's up, and Nightcrawler can just teleport back in here and give us a good scolding. Or something. C'mon bro, be thankful that we've got these guys backing us up."

"Right now there's three 'a _them_ and only two 'a _us_," Raphael argued. "Who's backin' up who here?"

"What's the matter with you?" Michelangelo asked. "You sound like you feel threatened by them or something. C'mon, we're honorary Avengers. And the X-Men kinda like us because we're mutants, just like them. We're all on the same team."

"Then why don't it _feel _that way?" Raphael almost yelled. Breathing hard now, he professed, "These superheroes can walk around in those stupid tights that you put on sometimes, and it's all okay. They can go out and save people in a big, flashy way, blowin' up buildings and tearin' down bridges. And even though a lot of people ain't cool with that, they do it anyway. Because they know they're doin' it for the greater good. They know that no matter how much the public might not _like_ 'em, they _need_ 'em. And the same can be said for us. So why couldn't we join up with the X-Men? Because that ain't our way? Because we gotta stick to the shadows? Why? The world's changing, Mikey. If we don't change with it, then we might as well stick to helpin' cats who get themselves stuck up trees. If we don't need to officially be on their little teams, then why do we need their help so damned much to deal with one 'a our own enemies?"

The silence echoed through the van after Raphael's tirade, almost deafening in its sudden stillness. Raphael knew that he was being irrational in a way, but damned if he wasn't also being logical at the same time. And Michelangelo's characteristically blank look wasn't helping any.

"Okay," Michelangelo finally said at length. Raphael blinked at him, as though so much time had passed that he didn't know what his brother was agreeing to. "Go ahead, Wolfman. Grab Wolverine's map 'n stuff and do what you can to make sure he doesn't follow right away. Don't know what you were planning on doing about passports and customs, but maybe Wolverine had some kind of papers drawn up for you and left them in the car. Let's see how far you can make it on your own."

"On my own?" Raphael asked. "Mikey… you ain't comin'?"

"Sure I'm coming," Michelangelo answered wryly. "But I don't count, do I? I'm just another member of Raphael's superhero team, fighting behind the hotheaded leader." Flushed, Raphael tried to disagree, but Michelangelo spoke up again before he could interfere. "Look Raph, when I said that we're on the same team, that just means that we've got the same goal, and we also have the added benefit of being friends. X-Man, Avenger, Ninja Turtle… none of that matters. Those are just labels for the group that most closely relates to one another. You and Wolverine: you two get along. You get along real good. And now you just wanna leave him in the dust because he also happens to be affiliated with both the X-Men and Avengers? Never thought I'd be the one giving you a lecture, bro, but that's just not cool. Not cool at all."

Raphael looked down, considering Michelangelo's words. In the end, the other turtle was right. He had no problem with Wolverine helping with Bishop, especially since this was his idea to begin with. But when he saw Kurt and Peter being added into the equation… maybe he became… jealous? Maybe he really _had_ hoped that he and Logan would share—as Peter had called it—a mutant bonding experience? It was so rare for him to get a chance to actually find a friend, a true partner, a mentor. He had Splinter but… Splinter wasn't immortal.

Ditching Kurt and Peter wasn't a problem. It was leaving Wolverine behind that really stunk. With a deep sigh, Raphael commented, "Y'know Mikey, sometimes it sounds almost like ya got a brain somewhere underneath that thick skull 'a yours."

Michelangelo shot him a grin, proclaiming, "That's what happens when you read a lot of comic books. I know all about superhero team dynamics. Maybe you oughta pick up a couple of issues of _Justice League_ and-"

"I don't envy your brains _that_ much, chowderhead," Raphael quickly amended.

There was another period of silence before Michelangelo quietly asked, "So, now that the sermons are over, what do you wanna do? If you really don't want Nightcrawler and Spidey on your tail, sneaking off's the best plan, especially if you've got Wolverine on your side so he can't track you for them. But I still say that, wherever Bishop's concern, we need all the help we can get."

Raphael thought about it for a moment before admitting, "The advantage 'a numbers _are_ always good, especially since all of 'em are pretty stealthy and aren't likely to foul things up. And a surprise attack with the combined powers of a couple of ninjas, an indestructible guy with bones made outta metal, a teleporting demon, and a human spider might not be such a bad idea in the end."

"Looks like somebody's finally woken up and smelled the java," a voice said from outside.

Raphael and Michelangelo turned to look out the door through which Raphael had entered earlier. Standing there in his heavy wool and denim jacket was Logan, staring at the two of them as though having expected to find them in the middle of this very conversation. "Congrats, Raphie," he said with a thinly-veiled smirk. "Sounds to me like you're thinkin' with a clear head and even tryin' to do some strategizin'. I'd be amazed, if only I didn't know ya had it in ya."

"Thanks, teach," Raphael muttered as he stood, switching off the image inducer. "Why do I got the feeling that you're the type 'a instructor that'll make his grasshopper jump through all kinds of hoops just to learn a simple lesson?"

"For once, I had nuthin' to do with this," Logan answered. "Mike's been listenin' to Splinter, it looks like. I ain't the type to go about teachin' people about bein' all buddy-buddy and crap."

"How much did you hear?" Raphael asked.

"Enough to know that I would've had to rip you a new one if Mike didn't stop you," Logan replied. "That jeep's been with me a long time; you touch it the wrong way, and _I'll_ be the one lettin' the air outta _you_. Besides, you wouldn't have gotten very far, anyway."

With that, he took out a folded road map from his back pocket. With a certain dryness to his voice, he used the map to tap his temple. "Map's in _here_, pal. I don't need to look at a piece of paper to figure out where we're goin'. I been there plenty 'a times already. I just like lookin' at the stupid way they reorganized the cartography so it don't look like there's anything interestin' there. Truth is, nuthin's there at all. Nuthin' but a skeleton. Looks like he's been hidin' in quite a few closets, too."

"Ooh, the mystery!" Michelangelo cooed. "The suspense! Someone wanna let me know what's going on, please? Where're we going, and should I call Inspector Gadget and Leo and tell them to bring our monster-hunting gear?"

"Monster-hunting gear?" Logan inquired, confused.

"You're better off not knowin'," Raphael told him. "Though it also involves our buddy Bishop."

"Doesn't surprise me," came Logan's response. "Don't think it'll be necessary, though. The more I think about it, the more I think we're just drivin' to a dead cell. Not likely we'll find the man himself there, but it's likely we might just find out enough about him to put him down for good." As though realizing what time it was, Logan suddenly said, "Get back in the jeep, junior. I'm gonna call Kurt 'n Pete and tell 'em it's time to hightail it. We've still got a bit of ground to cover."

As Logan stepped away, Raphael grabbed one of the blankets from the van floor and followed him out. Michelangelo stuck his head out of the back of the van. "Oh fine. Forget I said a single word. I see how it is! Fine! I don't _need_ to know where we're going. I'll just rush blindly into the fray and-"

"Shut it, Mike," Logan told him without looking back. Still heading towards the diner, he remarked, "I was startin' to develop some respect for you. Don't go ruinin' the moment. Especially not when I still have a lot of drivin' to do."

"All I wanna know is where we're going," Michelangelo squeaked.

"Alkali Lake. Now close that door before someone sees ya."


	4. Chapter 4

**Author's Note:** Several people have asked me what my X-Men source material is. I'm largely working off of the comicverse with a bit of the 90's toonverse. There are a few details in this chapter from the movieverse, though. Just for the record, I usually don't consider the films to be canon (especially not the third one...). There was just one detail from the second film that I wanted to put in here. It won't affect the story that much, I don't think, but I thought I'd throw that out there.

Other than that, thanks for being patient with me. Enjoy!

* * *

_Alkali Lake… it looks even more godforsaken than I had imagined._

Such were Raphael's thoughts when he got out of the van and stood at the edge of what looked like an improperly-formed cliff. Water was indeed rushing down below him, implying that the lake was a violent one. Judging by Logan's face in the bleak sunlight, Raphael figured that his friend had tasted a bit of that violence himself.

"Oh man," Michelangelo said as he jumped out of the van. Stretching, he complained, "That is the _last_ time I ever play peek-a-boo with a teleporter and a customs agent. Being teleported into the trunk of another car so nobody'd ask any questions is _not_ something I signed up for."

"Look at it this way, Mikey," a costumed Peter told him, putting a hand on his shoulder. "With you and Nightcrawler hiding out in Wolverine's trunk after they cleared customs, _you_ weren't the one who got the weird looks as someone wondered about the noxious fumes coming from the van."

"No one ever claimed that my abilities could be likened to a bouquet of roses," Kurt murmured, though he didn't seem to really pay attention to the conversation. He had taken a stance behind Logan and was ignoring the subsequent witty retort from Michelangelo. Instead, he looked at his fellow X-Man levelly for a moment before stating, "This is your first visit back here since we escaped. If I had known that your travels would lead you here, my friend, I would have advised against such a foolish journey and have Emma see to it that you forget this entire venture."

"I've forgotten enough things in my time, Nightcrawler," Logan remarked, still looking down over the lake. "Emma knows better than to go messin' 'round my head too bad without my sayin' so." To everyone, he said, "C'mon, troops. The main complex is just past these trees over here."

As Logan went off towards a cluster of snow-covered trees, Raphael stared after him. "'_We_' escaped?" Logan stopped at Raphael's words. "What's he mean, Wolvie? I thought this was a place from your past. Did the X-Men make a little field trip over here recently?"

Logan remained quiet for a moment before replying, "Yeah. Yeah, we had some trouble here a couple of years back. Nuthin' to do with why we're here today, though." He took a step before seeming to consider that this information wouldn't be enough to satisfy Raphael. As though he hoped to shut the turtle up about the subject for good, he lowly added, "We lost an X-Man here." Without another word, he headed towards the trees, with Peter and Michelangelo following quietly behind him.

It was all Raphael could do to stare dumbly after them. "An X-_Wo_man, to be precise." The turtle turned to look at Kurt, who was regarding him with shining golden eyes. "An X-Woman who meant the world to us… and the _universe_ to Wolverine."

"Aw jeez," Raphael breathed, suddenly feeling the weight that Logan bore. "Aw man, if I had known…. That's… that's terrible."

"I suppose," Kurt responded in a surprisingly nonchalant voice. "But as they say, 'you can't keep a good man down.' I would imagine that the same holds true for women." Looking down at the water, Kurt had the barest trace of a smile, as though he would find the entire situation almost humorous if not for the pain that accompanied it. "A hero dies a thousand deaths, they also say. This is but one of her many 'final' resting places, noting her as a true hero."

Raphael was confused, but didn't ask for an explanation. Logan was right. Whatever memories he and Kurt had about the woman that died here, they had nothing to do with why they were here today. As though his thoughts resonated within Kurt's head, the blue-furred demon looked up at him and smiled. "Well then, we seem to have fallen a little behind. Let us catch up, shall we?" In a puff of smoke, he was gone, leaving Raphael alone.

Wondering how he got caught up in the melodrama of another group of mutants, Raphael jogged towards where the others had disappeared. He found them easily enough, as Michelangelo had let out a surprised cry at Kurt's sudden appearance in front of him. Raphael joined them just as his brother finished scolding Kurt. The very idea of Michelangelo reprimanding anyone made the situation seem all the more foreign.

"How's it goin', Pete?" Logan asked of Peter, who was walking besides him. "I don't smell nuthin', but is your spider-sense tinglin'?"

"Seriously, that phrase is so overdone that I think I'm going to send out a press release claiming that those words never left my mouth," Peter replied. "And F.Y.I., I'm in uniform. It's Spider-Man, remember? Codenames on the field isn't just an X-Men tenet. When you're dealing with crazy government officials, you never know what might be bugged."

"The only buggy thing around here is _you_," Raphael told him. "Bishop knows your secret ID, in case ya forgot. I'm guessin' that's part 'a the reason you're here."

"Aw, don't be silly," Spider-Man professed, turning to look back at him. "I couldn't turn down the chance at a second date with my favorite Romeo."

"Systematically rip off your limbs," Raphael muttered. "All eight of 'em."

"Girls, quit fightin'." It was all Logan managed to say before Spider-Man tackled him, much to the surprise of the rest of the group. Raphael, who had been walking directly behind Spider-Man, was the first to see what caused their friendly neighborhood superhero to take such drastic action. He managed to pull his foot away when he realized that there was suddenly no ground where Logan had been walking. Spider-Man probably hadn't had the time to vocalize a warning.

"Crap," Raphael muttered, moving back and bumping into Michelangelo. "Booby traps. So much for this bein' a dead cell."

"I dunno," Michelangelo replied, taking out his nunchucks. "I kinda was about to get bored." When a strange whirring sound came from the new opening beneath them, he gulped audibly. "Er, not _that_ bored."

"And I was just about to comment on how you take after your brother," Kurt claimed, pushing his way in front of them. "Allow me." Another plume of smoke, and Raphael and Michelangelo were forced to wait for Kurt to scout out the situation.

"Wolverine!" Raphael called in the mean time, withdrawing his sai. "You okay?"

"Yeah," Logan replied, already on his feet. "Takes more than that to take _me_ down."

"That's because you're built like a truck," Spider-Man grunted, getting up with an arm over his chest. "I keep forgetting that bringing you down is like plowing head-first into a brick wall."

Logan didn't get the chance to respond before a bright red flash came out of the hole in the ground, followed immediately by the sudden appearance of Kurt clinging to Raphael's back. "What the-?" Raphael gasped. "Can't ya warn a guy before ya-"

"Question, everyone," Kurt said in a wavering voice. "Glowing crystals tend to be a _bad_ thing when they are in the enemy base, yes?"

"Considering the _last_ crystal Bishop had," Spider-Man replied, "I think the answer is _yes_."

"Ah, well," Kurt murmured, "considering the large amounts of said glowing crystals mixed with numerous types of weaponry all aimed at me, I would say that this is a _very_ bad thing. And the fact that they seem to be coming out of the ground does not makeitbetterwatchout!" As he blurted out the last of his fast-paced counsel, Kurt again used his teleporting ability, this time taking Raphael with him.

The others hardly had time to scatter before several other holes opened up in the snow-covered ground, and what appeared to be large white lasers mounted to individual metal bases rose up. Spider-Man again managed to warn Logan before they both could fall into the ground, but Michelangelo was a fraction of a second too slow. Raphael just managed to get his bearings straight when he looked down from his new position atop a tree and saw his brother sliding down. "Mikey!"

"I will-" Kurt offered, but it was too late. Even if Kurt had finished saying that he was going to go after Michelangelo, Raphael wouldn't have bothered listening. _My brother_, he thought as he leapt down into the crevice through which Michelangelo had disappeared. _My fight. _

"Mikey," he called again as his feet hit a cold metal floor some thirty feet below. He thought for a moment that he was in some sort of snowy cavern that led off into a myriad of tunnels, but soon realized that this wasn't exactly the case. Everything down here was white. Pure, blinding white. It made it possible for a green turtle with an orange bandanna to stand out.

Michelangelo was on top of another laser, this one having two outcroppings that looked like legs. With his nunchucks, he quickly managed to disarm the weapon, though Raphael could see a score of others just behind him. "You know," Michelangelo told Raphael as he jumped off the newly-formed trash heap. "Here I was thinking that Nightcrawler was gonna come down and zap me out of this mess. Do I get Nightcrawler? Noooo. I get Mister Overprotective Pants."

"Mister Overprotective Pants?" Raphael asked, raising a dubious eye ridge at his brother.

"Yeah, well, I would've thought up something a little funnier, but funny's hard when you're facing down weapons of mass destruction." Both turtles leapt out of the way of a barrage of bright red flares shot from the semi-androids. "Yeah," Michelangelo continued, seeking some sort of shelter behind one of the metal rods that served as bases for the above-ground lasers. "Comedy's hard when you're two seconds away from soiling your shell."

"Oh, I dunno," Raphael said, hurling both of his sai at two of the approaching robots. "Personally, that's when ya amuse me the most." He ran for the remains of the machines and quickly plucked out his sai, fluidly sinking them into the body of another one that was approaching to his left. "I'll say one thing for Bishop's toys. They sure don't put up much of a fight."

"Why'd you say that?" Michelangelo queried in an almost desperate voice, kicking away two assailants. "That's almost as bad as saying, 'Well, things can't get much worse than this.' You just _don't_ say that kind of thing in the middle of a battle."

"Psh, battle?" Raphael scoffed, taking out two opponents with one blow. "This? Please. Some rookie Foot Ninja would probably put up more of a fight than these oversized heating lamps. If I didn't know better, I'd say that this was just a-" He trailed off then, coming to a realization.

"Uh-oh," Michelangelo whimpered, taking out another robot and ending up shell-to-shell with Raphael. "Can you say, 'distraction'?"

"Dammit," Raphael muttered, absently kicking away another one of the walking lasers. "I should've known Nightcrawler wasn't gonna put off comin' down here this long. Whaddaya think's goin' on up there?"

"Could be that someone wants to make sure we stay separated," Michelangelo hypothesized. "Divide and conquer and all that jazz. I mean, they're one kind of mutant, and we're another. Well, accept for Pe-… Spider-Man, who's a different thing altogether. Maybe it's easier to deal with us if-"

"Y'know, this whole strategizin' thing ain't suitin' me," Raphael growled, angrily batting away another robot. "There's gotta be a way to get rid 'a these mosquitoes _and_ figure out how to get back up before-"

"Crystals!" Michelangelo suddenly blurted out. "Nightcrawler said something about glowing crystals!" They both began looking around, absentmindedly dealing with their enemies and dodging attacks when necessary. If they hadn't been so well-trained in ninjutsu, neither of them would be able to divide their attention so completely.

"There!" Raphael called out, pointing upwards. "They ain't glowin' no more; that's why we can't see 'em!" About halfway between the opening through which they had fallen and the ground on which they now stood were a series of large crystals, each lined up with approximately a yard in between them. They seemed to line the entire length of the cavern. "You packed shuriken?" Raphael asked.

"Are ninjas better than pirates?" Michelangelo countered.

"Let's not get into this argument again," Raphael said as they both withdrew the shuriken they kept on them for occasions such as these. Still keeping half of their attention on the diminishing number of robots, both turtles threw an experimental shuriken at a crystal, hoping it wouldn't prove indestructible.

"Sweet," Michelangelo happily remarked upon seeing his target shatter. He heard a rumbling sound behind him and turned. Glancing upwards, he could see that one of the mounted lasers had stopped shooting above them and now seemed powerless. "Doubly sweet!" Michelangelo exclaimed as he renewed his attacks on the crystals.

When they ran out of shuriken, they each hurled their primary weapons instead. It didn't take long for them to destroy all of the strange crystals. Picking up the sai he had tossed at the final gem, Raphael looked up. The robots lay in heaps clustered around the bare man-made cavern. All of the lasers that they assumed had been preoccupying their friends were shut down and powerless. The only question that remained was how do the turtles get back up there?

The unasked query was answered when a familiar figure suddenly jumped down from one of the gaps, landing in a crouch a few feet in front of them. "Wolverine!" Raphael called out, making his way towards him.

Logan looked up at the turtles and glanced around the room. "Ya made short work outta these things, kiddies," he murmured. There was something about him that seemed almost… contemplative. Raphael thought it strange, since he would never use such a word to describe the feral X-Man. "C'mon," Logan continued, tilting his head towards a passageway to his left. "Gotta keep movin'."

"Waitaminute!" Michelangelo cried. "What about the others? We can't leave Spidey and Fuzzy alone."

Logan looked upwards. Concentrating, Raphael could hear it, too. There was a struggle going on topside. "They brought out some flesh-and-blood troops," Logan told them. "Kurt thought they were purposely trying to hold us back or keep us separated, so he told me to come down here and find you two, take ya to where we need to go. He'll find us later. Now c'mon."

Logan turned and began sprinting towards the passageway. Michelangelo began to follow after him, but turned to look at Raphael. "You coming, bro?" Raphael had been looking at Logan oddly, but seemed to snap out of it. Putting his sai back in his belt, he nodded and began jogging after Logan. Michelangelo didn't like his brother's silence.

The turtles were led down a winding tunnel, going first left, then right, then right again, then left. It wasn't long before both of them realized that they had no way of knowing how to get back, since every space looked identical. This bothered Raphael especially, since he had been trying to keep track of their path, in case they needed to find their way back without….

"Wolvie," Raphael suddenly said. "Mind if I ask ya somethin'?"

"Go ahead, runt," came the reply.

"Ya been with the X-Men a long time, right?"

There was a pause before Logan admitted, "They're the closest to family a guy like me's got. Why?"

"I've just been thinkin'," Raphael told him, jogging just behind him, "ya told me that most 'a the world ain't ready for you guys. That ya gotta at least try to keep your real names hidden 'n stuff. That's why Spidey said earlier that thing about codenames bein' an X-Men tenet."

"What's a tenet?" Michelangelo asked.

"A rule, a principle," Logan answered. "Where ya goin' with this, Raph?"

Raphael noticed that Logan had slowed down considerably, and he kept to the man's pace as he went on. "Just now, you said that Kurt told ya to come down after us. _Kurt_." Logan suddenly stopped. Raphael halted just behind him, putting out an arm to keep Michelangelo back. "We're on a mission. When X-Men are on a mission, they go by codenames. Why didn't ya call him Nightcrawler, huh?"

"Slipped my mind," Logan replied quietly, his back still to them.

"Bull," Raphael snarled. "Wolverine wouldn't leave a fight unfinished. Wolverine wouldn't leave his teammates behind. Wolverine would keep fightin' until there was no one left, sendin' Nightcrawler or Spider-Man out on the recon mission. And Wolverine wouldn't leave his back wide open to me for as long as you have." Logan whirled around suddenly, surprised to see that Raphael was holding his sai in his hands. "Only one logical conclusion, buddy," Raphael growled. "_You_ ain't Wolverine."

The air was suddenly thick with tension. Michelangelo's eyes flitted from his brother to the X-Man that he had assumed had become one of Raphael's closest friends. There was the possibility that Raphael was mistaken… but at the same time-

Michelangelo was surprised when Logan suddenly lunged at him. He held out his hands to keep him at bay, but they were both somehow rolling on the ground. He squeezed his eyes shut as he crashed into a wall, thinking for a moment that it almost felt as though Logan was _forcing_ them into a roll. When he opened his eyes, he realized why.

Lying besides him was… himself. Another Michelangelo blinked dumbly at him, as though unsure of how he had gotten there. Michelangelo was sure that the same expression was on his own face. He heard a sound and looked up to see an enraged Raphael staring down at the two of them, trying to figure out which was which. Knowing his brother would use any excuse to attack, Michelangelo was quick to defend himself.

"Whoa," he said, jumping to his feet, "it's me, bro. That's the imposter."

"Oh yeah," scoffed the other Michelangelo as he got to his feet. "A likely story."

"Raph, you know your own brother, don't you?"

"Of course he does," proclaimed the fake. "That's why he's gonna quiz us and skin you alive when you answer wrong."

Raphael looked from one Michelangelo to the other. A shapeshifter. Why do the _bad_ guys always have a shapeshifter? He tried his best to think of a question that only Michelangelo would know the answer to. If he asked something too simple or too obscure, he might just hurt his brother. And if he did that, he'd have to _kill_ the other thing in the most painful way possible. Finally, he quietly asked, "Which horror movie monster am I?"

"The Wolfman," one of the Michelangelos proclaimed quickly. "Lon Chaney, Jr., to be precise."

Before either turtle could do anything, the real Michelangelo was suddenly hurled towards Raphael with great strength, knocking both of them to the ground. By the time Raphael pushed his brother off of him, he looked up to see a strange figure in blue disappear around a bend. "C'mon," he told his dazed brother as he scrambled to his feet. "Whatever it is, we can't let it get away."

Though he followed after him, Michelangelo asked, "Does the phrase, 'It could be a trap,' mean _anything_ to you?" Raphael didn't answer, and Michelangelo figured that if his brother was racing towards a trap, he might as well have some company.

He immediately regretted the thought when they entered another cavern and Michelangelo felt a white hot pain at his side. Judging by Raphael's scream, he felt the same thing. Both turtles fell to their knees. The ache didn't fade.

Raphael gave his assailant a sideways glance. Someone dressed in a dark khaki suit that covered every inch of his body and wearing a strange mask stood besides him, holding something that looked like a cattle prod. It seemed almost as though the person was wearing a decontamination suit of some kind. _Like I've got some freakin' disease_, Raphael thought angrily. _Or worse yet, like I _am_ the disease._ His anger was obviously evident on his face, since the enemy hit him again, sending another flash of blinding pain through his body. Michelangelo cried out, as though he too was being punished for his brother's anger.

"Well, well. That was easier than I thought." Raphael looked up at the unfamiliar voice and blinked in surprise. The figure that he had seen before wasn't _dressed_ in blue… but she _was_ blue. Her skin was as blue as Nightcrawler's fur, and her eyes had the same shining yellow quality to them. She was dressed in a short black dress, and her shoulder-length red hair could only be described as impeccable. "I'm disappointed," she went on. "When I was told that I'd be dealing with trained ninjas, I was looking forward to something a little more… professional."

"Who are you?" Raphael asked, ashamed by how weak his voice sounded.

The woman seemed to give his question serious consideration before giving him an answer. "Since you seem to be so set on the use of codenames during a mission, allow me to introduce myself as Mystique."

"I don't get it," Michelangelo brought up. "What are you? Why are you working for Bishop?"

"I'm a dirty mutant, little boy," she replied simply. "How else does the greater world explain the abilities of a metamorph? And if by Bishop you're referring to John, I wouldn't exactly say that I _work_ for him. My powers are quite valuable, you see, and they can provide all sorts of services that humans find irresistible. I merely exchange these services for goods from the highest bidder. And in just about any situation, a government official _is_ the highest bidder." To the men that flanked each of the turtles, Mystique said, "A bit more juice, gentlemen. Unprofessional or no, they _are_ still ninjas. I'd rather not have them disappear on us."

Raphael and Michelangelo were hardly able to hear the rest of her words before unconsciousness took over.


	5. Chapter 5

Raphael woke up with a bitter metallic taste in his mouth.

Slowly, he opened his eyes. _Where am I?_ Raphael wondered as he sat up. _And why do I feel like I've just been suckin' on a battery for a week?_ He got up and surveyed his surroundings. He was in a small, dark cell that smelled of mold and… something else. He didn't know what to call it, but he recognized the scent.

It was the thick, astringent scent of chemicals, similar to the smell of Donatello's workspace. The only difference was that this odor was stronger. Donatello didn't usually deal with chemicals so much as he did with technology. _This_ stench, however, hinted at the presence of a person or a group of people who were quite infatuated with biological experimentation.

_The same people who cut open Wolverine,_ he thought, his hands tentatively going towards what looked like iron bars. When he was certain that they weren't designed to shock him at the slightest touch, he moved closer to them and tried to peer beyond. There was a dimly-lit brick passageway before him, and just ahead was another cell. As close as he could figure, he was in a dungeon. _Great. Welcome to Canada, here's your cage. And I thought _America_ was hostile._

He froze when he saw movement coming from the cell across from him. It was too dark to tell, but he could bet that whoever was trapped in his same situation couldn't really be a danger to him. "Mikey?" Raphael whispered hoarsely. "Mikey, is that you?"

A large dark shadow suddenly scrambled on the floor, as though startled. Raphael didn't realize that he was tense until he calmed down at the sight of a familiar green hand reaching out for the bars. "Yeah," came Michelangelo's voice. He coughed before pulling himself closer to the barricades, seeming to need to hold onto them in order to draw himself to his feet. "Raph, we're kinda screwed."

Raphael was taken aback by his brother's frank, dismal assessment of their situation. "Don't say that," he started, but stopped as soon as he got a good look at the other turtle. A brown, sticky mess of something was dripping down Michelangelo's face, stinging his right eye. It took Raphael a moment before he figured out that he had been struck in the head and was still bleeding, the fresh blood mixing with the blood already dried upon his face. "Mikey… what'd they do to ya?"

Gingerly putting a hand to his wound, Michelangelo remarked, "I was still conscious. Or maybe I regained consciousness quickly, I dunno." He put his hand down and looked at his fingertips, seeming surprised by the blood. "They dragged me here after beating me for a bit. But I saw… I saw the others. At least, I saw Nightcrawler."

Raphael was both shocked and appalled when he realized that Michelangelo was crying. "He was hurt so bad," the beaten turtle sobbed. "There was so much blood; it was clumping his fur. His tail was almost severed…." He cut himself off, putting an arm around his stomach and turning away. It took Raphael a moment, but he soon understood that Michelangelo was vomiting. Whatever had happened to Kurt, it must have been _bad_.

"Mikey, get a grip," he told him firmly. "Listen to me, Mikey. They're superheroes, remember? Once Nightcrawler snaps out of it, he'll be okay. If he knows we're somewhere here, he'll teleport us out and-"

"He's not going to snap out of it," Michelangelo whimpered. "Raph, I think he… I don't think I… oh God, I'm so _angry_." He suddenly let out a furious yell and threw back a fist. He stopped himself just before he would have broken his hand against the brick wall of his cell. Raphael had never seen him like that.

"Anger looks good on ya, Mikey," he said lowly, almost respectfully, causing Michelangelo to glance up at him. "Ya should wear that shade 'a rage more often. Brings out your eyes." Michelangelo looked away again. It seemed as though he had some choice words that he'd like to use, but didn't want to get too carried away.

"Look, we get tricked by some shapeshiftin' chick and juiced up by some cattle prods, and you get beat," Raphael continued. "All things considered, it ain't the worst situation we've been in. But _listen_, you gotta remember: did ya see Spidey or Wolverine? I ain't sure what Spidey can do right now, but Wolvie's got them adaman-whatever claws that can cut through anything. There ain't nuthin' that can hold him if they got him down here."

"Except for an adamantium cage," Michelangelo brought up quietly. Raphael's eyes widened. "You didn't consider that, Raph? This is a Weapon X compound. _Weapon X_. Nobody knows everything about it, but I would've thought Wolverine let you in on enough for you to know that you should be scared out of your shell right now. If these guys could build the adamantium to line his bones with, what makes you think they don't have any leftover that they could use to hold one of their experiments that go awry?"

Raphael cursed under his breath. "This is just what we need," he muttered, leaning his forehead against the iron bars. "We could use some typical movie cliché involvin' the cavalry comin' in to save the heroes when ya least expect it."

"Sorry, should we come back when you're not expecting us?"

Raphael and Michelangelo simultaneously looked up just as the cover of an air vent on the ceiling was kicked down and Leonardo leapt through the opening. "Leo!" Raphael cried out. "Wha-?"

"Simple," Donatello told him as he slid out of the air duct. He had a small machine in his hand and both turtles wore a duffel bag seemingly packed with equipment. As Leonardo took a small device and clamped it around one of the bars of Michelangelo's cell, Donatello explained, "Mikey's wearing a tracer. We followed the signal from a safe distance until we noticed that he was being led underground. There _had_ to be another entrance to the subterranean levels in case an emergency blocked off the main ones, and the obvious answer was the lake. After examining it on my new portable jet packs, Leo found a crevice, we infiltrated the base, and it was just a simple matter of following this blip."

At this, he looked down at the machine, clearly proud of his work. As Leonardo began attaching another device to Raphael's cell, Raphael noticed that Donatello's smile faltered a little. Donatello looked to his left, confused. "What's the matter, Donnie?"

Instead of answering Raphael, Donatello turned to Michelangelo, who was watching with interest as the small gadget began quickly dissolving the bars into nothingness. His face suddenly stern, Donatello asked him, "Who are you?"

Michelangelo glanced up at him, confused. "Hm? Nice way to greet your bro, Donnie. Especially when he's sporting a fresh battle scar right on his noggin."

Holding up the tracking device, Donatello stated, "Michelangelo's wearing a tracer. According to this, Michelangelo is about 50 yards further along this corridor, and I can see at least two inhabited cells that way. I'll allow for a margin of error, but that's just _way_ off. So though you _look_ like Michelangelo, you're clearly _not_-

"Mystique!" Raphael snarled. "You dirty little-"

Before he could end with an obscenity, "Michelangelo" kicked the door of his cell away. Donatello had to shield himself against it, and Leonardo only had the time to draw one sword before the false turtle was behind him. By the time she disarmed Leonardo using little else but speed and the element of surprise, Mystique was in her true form and standing behind Leonardo, holding his own sword to his throat. Even as he rattled his cage in the hopes of speeding up the dissolution of his chamber door, Raphael found that he was somewhat surprised to see that the wound on her head was actually there and not part of some charade.

"You know what they say, little turtle," she smirked at Raphael. "'Fool me once, shame on you. Fool me twice….'"

"What's the matter, 'dirty mutant?'" Raphael growled. "Got in a little fight with _John_? I thought he was the highest bidder."

"When someone bids more than what he plans on paying," Mystique remarked, "that's an entirely different matter altogether." She quickly turned to look at Donatello, who had slowly been approaching her with his bo staff. "And _you_ can keep your distance. I've had to fight against greater odds than three against one, and I know how to focus. Would you like me to give _you_ something to focus on?" At that, she threw an arm around Leonardo, pulling him to her as she pressed the flat end of his blade against his throat. Leonardo made no move, still trying to discern a weak point. Donatello, unsure of whether or not she was bluffing, put his bo down and ceased his advancement.

"Good," Mystique told him. "Now, go follow that infernal little blip of yours and get your brother. Judging by the fact that I haven't heard him prattling on, he's probably still unconscious." When Donatello didn't move, she barked out, "Go!"

"Do it, Donnie," Leonardo said, seeing that Raphael's door was about due to burst open. When Donatello turned on his heels and ran down the corridor, Leonardo asked Mystique, "Why are you giving him the chance to free Mike? Wouldn't it be easier to fight three against one rather than four against one?"

"Don't be ridiculous," she almost laughed. "I've no intention of fighting four against one. I simply need to defend myself against _one_." That said, she quickly whirled around and delivered another powerful kick towards Raphael's bars. They flew off with such strength that Raphael was forced back. He was still a little woozy from the prodding earlier, and so it took him a few moments to regain his footing.

Mystique used those moments to her advantage. Pushing Leonardo in front of her, she gracefully removed his other sword from its sheath and held them each at the turtle's face, the points mere inches away. "You are going to assist me," she told him quickly. "I've a bone to pick with our friend Agent Bishop, and I know that you do, too. And in this case, the enemy of my enemy _is_ my friend. But if you refuse to help me or show any signs of betraying me, I will become the worst enemy you've ever encountered, and I will not stop until one or both of us are dead."

She then offered him the hilt of one of the swords, much to Leonardo's unveiled surprise. "You're no use to me unarmed," she explained. "And I'm sure Raphael won't understand our bargain. You have until he gets up to give me an answer. Otherwise, I'll show you how proficient I am at swordplay."

Leonardo knew her to be right. As soon as he gets up, Raphael would likely to be on her like an angry tiger on its prey. Rather than risk anyone getting hurt, Leonardo decided to see what her end of the bargain entailed. Grabbing hold of the offered sword, he remarked, "A new ally, even a tentative one, is never something to scoff at."

Mystique looked at him oddly before admitting, "I wish the years had granted me that sort of wisdom." Pointing upwards, she quickly remarked, "Back up the vent. Hurry. Time is of the essence." Without another word, Leonardo nodded and jumped up, disappearing through the vent just before Mystique followed after him.

Raphael just managed to throw the large iron plate that had once contained him in his cell off of him when Mystique disappeared through the ceiling. Cursing again, he jumped to his feet and tried to go after them. However, either because of the weight of the bars or because of something done to him while unconscious, he suddenly found jumping to be a tremendous exercise.

"Raph!" Raphael turned to see Donatello approaching, carrying a limp Michelangelo with him. "Let them go."

"Let 'em go?" Raphael asked, hurrying to help Donatello with Michelangelo. "Are ya crazy? She just pretended to be Mikey _twice_. If she likes pullin' my leg like that, then-"

"Raph, it's okay," Donatello said calmly as they gently laid Michelangelo on the ground. "Leo's a big boy; he can handle himself. Besides, the two of us are wearing tracers and packing tracking devices, just in case something like this were to happen. Also, we've got something of a problem."

Raphael looked down at Michelangelo, suddenly terrified. "Y'mean…?"

"Oh, no, Mikey's fine," Donatello quickly amended, going through his duffel bag. "He was stirring earlier, but I wanted to drag him away from the cell. The problem is… actually, there are two of them. One, I saw our favorite wallcrawler in another cell by Mikey's. He… didn't look so well. I'm going to free him while you use these smelling salts to get Mikey back to his senses, or as close to it as you can get."

He handed Raphael some smelling salts, which the turtle took and immediately began using on their comatose brother. "The other problem," Donatello continued, "is on the walls. We've got to move fast." He left to go tend to Spider-Man, leaving Raphael to wonder what he meant.

It didn't take long for him to figure it out. His eyes skimmed the dark walls of the passageway and soon caught sight of a security camera. A security camera… above every cell, aimed towards the cell opposite it. No doubt a way to keep an eye on captured test subjects. Considering that no one had stormed in and attempted to herd them back into cages or pressed a button to emit a toxic gas, Raphael thought them lucky. This meant that whoever was supposed to be watching was otherwise occupied, perhaps by Wolverine. _Or, it just means that they're gonna watch us a little longer, waitin' for us to land in another one 'a their traps._

"Ugh, get it offa me," Michelangelo suddenly grunted. Raphael looked down and pulled the smelling salts away, helping Michelangelo into a sitting position. "Mph. I feel like Doctor Frankenstein just zapped me with a couple of lightning bolts."

"Be thankful ya ain't on a slab," Raphael told him, helping him to his feet. "I think that's what's waitin' for us if we stay down here too long."

"Thought I heard Donnie," Michelangelo muttered, holding onto Raphael's arm until he regained his footing. "Was that a hallucination, or did the cavalry actually come?"

"One 'a the cavalry's gotten himself sidetracked," Raphael remarked. He gave his brother a quick version of everything that had happened regarding Mystique and Leonardo.

"Great, she imitated me _twice_," Michelangelo mumbled. "Maybe it's because she subconsciously thinks that _I'm_ the cutest."

"Nice to see somebody cracking jokes." The turtles turned to see Donatello leading a battered Peter Parker towards them. "'Cause as it stands, I don't think I'll be able to keep up my share of the witty repartee." His mask was gone and it looked like he had been pummeled considerably. His costume was tattered and slightly singed. It looked like he took quite a few hits with the laser guns.

"Holy shell," Raphael breathed. "What happened to _you_?"

With a groan, Peter told them, "Kinda hard to say. Lasers started popping out everywhere, and then actual flesh-and-blood baddies came out. Some of Bishop's more elite forces, I'd say, considering they actually landed a few punches on us. Thought I saw Wolverine jump down after you guys, but then I saw him again fighting next to me. I was fairly certain I had a concussion or something by then, but then something sharp hit me and I passed out. Back to the primitive poison darts, maybe? Either way, I've got the distinct impression that I got caught under a lot of feet while I was lying there unconscious."

"That sucks," Michelangelo murmured. "Wanna borrow my bandanna and use it as a mask?"

"I'd rather not look like a colorblind Lone Ranger, thanks," Peter replied.

"So much for cutting back on the witty repartee," Donatello remarked. "I'm setting my tracking device to follow Leo's tracer. Maybe this Mystique woman will lead us straight to Bishop-"

"Whoa, whoa… did you just say Mystique?" Peter asked.

Donatello affirmed that he had, looking to Raphael. "Yeah," Raphael confirmed. "That's what she called herself. Blue skin, red hair, likes morphing into numbskulls. Know her?"

"Oh man," Peter whined. "I _hate_ dealing with metamorphs. Hate _so_ much. Please tell me that she doesn't have anything to do with why Leo's missing." Raphael went over his explanation again, watching Peter's face change. "Really? Well… maybe this won't be so bad after all."

"What do you mean?" Michelangelo asked.

"You said that while she was posing as Michelangelo in the cell, she gave you a sob story about Nightcrawler, right?" Raphael nodded at Peter's query. Scratching the back of his head as though not knowing how to bring this up, Peter mentioned, "Well, I think it's safe to assume that our blue buddy really _is_ in mortal peril, and that this would make Mystique more than just a little miffed at Bishop."

"Why would she care what happens to Kurt?" Donatello inquired.

After a pause, Peter brought up, "Well… did you notice any kind of family resemblance between the two?"

The turtles were silent. The quiet was broken by the sharp sound of Raphael slapping himself in the forehead. "I don't believe this. Ya got one blue mutant who's so good that he was almost a priest, and then ya got another blue mutant who's so bad that she makes deals with _Bishop_. And now ya tell me they're brother and sister?"

"Mother and son, actually," Peter corrected. "Mystique might err on the side of evil—or, at the least, illegal—but she _does_ look rather fantastic for her age, if I might say so myself."

"Keep your opinions of our mysterious new colleague to yourself," Donatello told him wryly. "C'mon, I'll help you up the vent. Then Mikey'll help Raph, and I'll help Mikey. Once we're all up there, I'll follow the tracking signal and see if we can't tip Leo's odds against Mystique in our favor."

After they all nodded assent, the four of them began to carry out Donatello's directions.


	6. Chapter 6

"Uh, Donnie… you sure we didn't take a wrong turn?" Peter asked.

On all fours, Donatello squinted in the darkness as he tried to get a handle on the blueprints he had unfolded in front of him. Peter, Raphael, and Michelangelo squatted down, waiting for him to figure out where to go next. Something told them that reaching a dead end wasn't part of Donatello's plan.

"I swear," Michelangelo muttered, trying to read over Donatello's shoulder, "if you snap your fingers and say, 'I _knew_ we should've taken that left turn at Albuquerque,' you're losing your title as the smart one."

"If he says that," Raphael grumbled, "then that just means he's been watchin' too many Saturday morning cartoons with _you_. Now can it so he can figure out where we went wrong."

"Ironically, I _did_ miss a left turn," Donatello confessed. "It's just a matter of pinpointing _where_. Leo's blip is all over the place. Wherever Mystique's leading him, she's doing it _fast_."

"What I wouldn't give for heightened senses right about now," Peter murmured. "And a ham sandwich. But heightened senses would lead me towards a ham sandwich eventually, so I'll take that."

"Wolverine," Raphael growled. "If we had 'im with us-"

"But we don't, bro," Michelangelo told him. "So just focus on what we _do_ have. Techie and Spidey are gonna do all they can. We find Leo and Mystique, and they'll hopefully lead us to Kurt. Once we're done with that, we go get Wolvie, and we're free."

"Assuming we can get by Bishop's goons that gave Pete such a beating," Donatello uttered.

"Okay, Mr. Pessimistic Pants," Michelangelo sighed. "Go ahead and find the cloud in every silver lining or whatever. I'm just trying to focus on the positive."

"I wasn't even aware Donatello _wore_ pants," Peter breathed sarcastically.

_Pointless_, Raphael thought, putting his head in his hand. _One X-Man's missin' and another might be beaten beyond the point 'a savin', and the fearless leader's off gallavantin' with one 'a the baddies. Leavin' me stuck with the peanut gallery. _He had to force himself to calm down as Michelangelo and Peter continued to exchange lighthearted jokes. They probably had the best intentions in mind, but seriously, now wasn't the time.

Raphael then asked himself the all-important question: What would Logan do? Looking blankly up at the dead end that they had come across, Raphael tried to focus. Logan had heightened senses. Well, to some extent, so did Raphael. And while he didn't have adamantium claws or spider powers or anything like that, he knew how to use what he _did_ have. That was the first step.

_"So… what is it that ya care about so much that ya want to protect?"_

The question from the jeep was the second step. Logan had literally clawed his way out of this compound years ago. When he joined with the X-Men, he was a loner, a no one. He wasn't really an X-Man. Not until—according to Logan, at the least—he understood _why_ he was with the X-Men. His friends needed him. Mutants needed him. To keep any other innocent person from being strapped onto a table and poked at by mad scientists, Logan learned to use his senses, his healing factors, and his accursed adamantium skeleton to the best of his abilities… because he knew what he was fighting for.

The same could be said for Spider-Man. Not long after befriending Peter, the turtles learned of the radioactive spider bite that gave the superhero his powers. It wasn't until the loss of his Uncle Ben that Peter knew he couldn't allow for anything to harm his Aunt May, and when he lost his girlfriend Gwen Stacey, Peter learned to cherish Mary Jane Watson even more. Somehow, he honed his skills until they were both his greatest curse and his greatest gift.

And then there was Nightcrawler: with the body of a demon and the soul of a saint.

_I want to protect these people_, Raphael suddenly thought. _Not just me 'n my family; not just mutants or superheroes. There are people out there who get a lotta crap thrown at 'em, and they don't back down. They keep fightin' for what they know is right. And they don't_ all_ put on some tights and save the world. Because not all of 'em _can_. But _I _can. That's what I care about, Wolvie. That's what I wanna protect. People like you and Joe Average down the street. So where's my epiphany? _

Just as he thought the words, Donatello exclaimed, "Wha-?! Th… the blip's gone! I can't… oh, crud." Raphael turned to see his brother fiddling with his tracking device, trying fervently to get it to work.

"I thought you said these doo-hickeys were nearly indestructible," Michelangelo whined. "You've got a funny definition of 'nearly,' bro. What do ya suppose happened? Mystique found the tracer and got rid of it? Leo got hurt? What? What?"

"Can it, Mikey," Raphael growled, putting a hand on Michelangelo's shoulder. "Just shut up. I think I've got something." Michelangelo gazed at him quizzically, making some kind of backhanded comment about Raphael using the Force to track down Leonardo. Raphael chose to ignore his brother. He had picked something up. A scent. Sulfur. "This way," he told them as he began scuttling back the way they had come.

It didn't take long before the others smelled it too. "Kurt!" Peter breathed. "He's been teleporting. That should mean he's okay…ish." Instead of making any replies, the others only quickened their crawl.

Raphael soon came across another grate on the floor. No sound came from below, but Raphael couldn't deny that the sharp stench of sulfur came from there. Without stopping to peek into the room he'd be crashing into, Raphael used his sai to tear the screws loose and leapt down.

After the others silently followed after him and assessed the situation, Michelangelo sighed deeply in relief. "Well, at least you didn't lead us into the middle of a mess hall where all of the goons were eating dinner. _That'd_ be bad." The darkened office they had entered appeared empty.

Appearances, however, aren't always what they're cracked up to be. Straining his hearing, Raphael heard deep ragged breaths coming from behind the large desk at the end of the room. "Mikey, Pete: bar the door. Don, if ya brought a flashlight, now'd be a good time to hand it over."

Donatello had two flashlights in his bag and handed one over to Raphael. "Check the room," Raphael told him as he edged towards the desk. "Case files about us or anyone we know. And lookin' for a secret panel or somethin' probably won't be a bad idea."

"Right," Donatello whispered. Just as Michelangelo and Peter had gone off to secure the door and any other possible entrances, Donatello did as he was told. Somehow, Raphael was behaving differently now than he normally would in these situations, which made Donatello exceedingly grateful.

Raphael crept around the desk and looked down. Against the darkness, he could see an inky black silhouette poking out from beneath the desk. Though he didn't need to turn on his flashlight to know who it was that could literally blend in with the shadows, Raphael did so anyway. He cringed when he saw Kurt huddled beneath the table.

The blue mutant was shirtless and wearing some sort of dark gray collar about his neck. There were several marks along his chest that looked like dry blood, and judging by how linear they were, Raphael felt that they were administered deliberately. Torture? Or experimentation? _What time is it?_ Raphael suddenly wondered. _Were we out long enough for somethin'… for somethin' _bad_ to happen to him?_

"My friend," Kurt wheezed out. He was hugging himself and backing away from Raphael, as though not wanting him to get close. "You should not be here. This is exactly what he wants."

"A trap, huh?" Raphael murmured, crouching down and slowly reaching out for Kurt. It seemed as though Mystique had grossly exaggerated her son's injuries, either due to a mother's worry or to misinformation. "Wish I could say I'm surprised. Hold still buddy, and we'll see what we can do about patching you up."

Kurt didn't let Raphael finish before he pushed himself even further beneath the table, cringing away from Raphael's touch. "You do not understand. Please, ignore my injuries. Take whoever is with you and leave this room before the same thing that happened to Leonardo happens once again."

"Leo?" Raphael asked, surprised. "What happened with Leo? Didja see him 'n Mystique? Nightcrawler, talk to me." He once again reached out for the retreating mutant, grabbing hold of his shoulder even as Kurt attempted to flail out of his grasp.

The next thing Raphael knew, a deep magenta smoke enveloped him and a wave of nausea attacked his stomach. His eyes began to hurt him, and he realized this was due to a sudden brightness in the room. Once the smoke cleared away, he realized that someone hadn't turned on the lights; someone switched the scenery entirely. By the time he realized that he had been teleported to another location, a glass tube came down around him and trapped him in a pod. "What the-… Kurt?" Though Kurt appeared weakened, he again teleported out of sight.

Looking around, Raphael saw that he was in some sort of laboratory. Large computers decked the wall directly across from him and were manned by several anonymous figures, and two empty pods were to his right. Looking to his left, he was enraged to see that two other pods were occupied. One was by a struggling and bewildered Leonardo. The other seemed to be braced by a metal that could only be adamantium… considering that its occupant was Logan.

"Very nice, Nightcrawler." Raphael whirled around at the sound of the all-too familiar voice. One of the men seated by the computers stood, and Agent John Bishop turned to face Raphael. He soon saw that Bishop's eyes weren't trained on him, but rather at the exhausted wreck that was Nightcrawler. He had teleported out of the pod and into the center of the room, and it didn't seem like he would have minded the security of his own cage.

"Bishop," Raphael growled. "I don't know what kinda mind-control scheme you're workin' on Nightcrawler, but ya better be careful when he bucks it off and decides to get even with ya!"

"Your powers of observation," Bishop said dryly, "or rather, your lack thereof, continue to astound me, Raphael. Does he _look_ like a happy little drone to you?" Raphael looked down at the kneeling Kurt, who was still breathing hard. His golden eyes were downcast, as though in shame. "I have no need for controlling his mind if I can control his powers. _That's_ what matters, isn't it?"

Raphael's eyes went back to the dark collar around Kurt's neck. He realized that it must be connected to the computer systems in this room, and it somehow allowed Bishop to manipulate when and where Kurt uses his teleportational powers. Considering that teleporting frequently—and with others in tow—tends to make Kurt ill, it was clear that Bishop was abusing his newfound "toy."

"You're a monster," Raphael snarled.

"And you're a mutant," Bishop retaliated. "Which one of us is the bigger freak?"

"I got some choice ways 'a answerin' that, creep," Raphael replied. "But I'll keep my language toned down because there might be ladies present. Where's your buddy Mystique? She was headed off to find ya with Leo. Either she gave ya the slip, or she's playin' the double agent card."

"Disarmed and destroyed," Bishop answered unemotionally. "Or in the process of it. Someone like her fending off several HYDRA agents is an unfathomable impossibility. After all, they took the great and powerful Wolverine down, and even managed to nail a teleporter. Parker, I'm afraid, left his cell before I could put him to any use, but it _is_ allowing for me to test Nightcrawler's limits. Speaking of…." Turning back to his computer, Bishop quickly typed something in before saying, "Mr. Wagner, please do try to bring at least the two turtles back next time, yes? I'm growing tired of waiting for them to appear one-by-one."

Kurt put a wavering hand to his collar, as though attempting to pry it off, but he was gone in an involuntary puff of smoke before he could even bring his fingers to the device. "Ingenious invention," Bishop murmured, once again looking towards the three captured mutants. "Created by the greedy former officials of Genosha who chose to make mutants their slaves. A worthy cause if it were to be put to use for the greater good, but a sad waste when created to force mutants into making their island a tourist's paradise."

"What exactly are you planning on doing with us, Bishop?" Leonardo suddenly asked.

With a rueful smile, Bishop replied, "Why, the same thing I plan on doing every time our paths cross, Leonardo." Lowering his voice as though in seductive promise, he murmured, "I'm going to _break _you. Though I hope every encounter will be our last, you invariably walk away. But after each meeting, I've whittled down a piece of you. Your security. Your hope. Your strength. Before long, there won't be anything left. And you will either learn to stay out of my way, or you'll ultimately be crushed. Either way, I win."

"Don't go doin' a victory dance yet, bub," Logan said from his pod. "Ya only got two more 'a these cages lined up and three more enemies to face down. Even if ya leave Spidey on his own, you'll be surprised how often he can come through for ya. Or _against _ya, in this case."

"Ah, yes," Bishop murmured. "Five pods built. One laced with adamantium in case you should ever venture back here, and four for the _other_ mutant thorns in my side. I wasn't expecting to have the X-Men and Avengers lend their hands in this. But you forget that, whatever Spider-Man might be, he is still only human. And if HYDRA could bring down the feral Weapon X for which this entire project was named, I've every confidence that-"

"Sir!" Bishop turned as one of his men pointed his attention towards one of the security screens. "A HYDRA agent is back. He's dragging in Spider-Man!"

"What?" Bishop asked, looking to the screen. Raphael craned his neck. Sure enough, one of the men in the decontamination suits was pulling along a barely-conscious Peter Parker. "Impossible! Then where are the turtles? Isn't someone supposed to be watching Nightcrawler's screen?"

"He was in the room a moment ago," said another man. "But from what I could see, the room was empty. It was so dark that all I could see were silhouettes. But he did grab at least one of them, and given the current static, he should be in mid-jaunt right now-"

No sooner had the words left his mouth than Kurt suddenly appeared in the middle of the room. To Raphael's dismay, he brought back both Donatello and Michelangelo. The turtles appeared phased and sick, and the final trip proved to be too much for Kurt. He passed out where he stood.

"He was too weak to guide properly, sir," stated the man who was apparently in charge of setting Kurt's coordinates. "That was as close to the containment units as I could steer them."

"It's all right," Bishop murmured, cracking his knuckles. Michelangelo appeared to be the worse for wear, probably still reeling from his earlier shocks with the HYDRA agents. Donatello had a hand on his head, utterly bewildered and shaky. And the HYDRA agent from the surveillance video stepped into the room and threw the mostly-unconscious Peter Parker into the area, where he groaned in pain.

"This will prove to be far too easy," Bishop remarked.


	7. Chapter 7

_Someone _better_ be faking._

That's what Raphael hoped and prayed as he saw his ailing brothers and comrades gathered up in the center of the room. Unfortunately, it didn't seem like that was the case. As Leonardo pounded furiously against the walls of his pod, Raphael could do little else but stare at the disparaging scene, his palms against the glass. From the corner of his eye, he saw Logan looking at him. Did he have a plan, or was he expecting Raphael to think of something?

_The only thing I can think of is that we need to free Wolverine and get rid 'a that HYDRA jerk,_ Raphael thought. From what he could gather, it was only glass keeping him and Leonardo back, albeit a very thick glass. If Wolverine could get free, he could easily tear through the other pods and they could go on from there. But it seemed like those on the outside would be occupied with other things right now.

"Take Nightcrawler back to the testing room," Bishop told the HYDRA agent who had dragged in Peter. "We need to continue with the operations, or else we'll never control his motor functions. That makes things just a little more difficult."

"Yes sir," came the reply. Motioning towards Peter, he then asked, "What would you like me to do with him?"

"Did you hurt him badly?" Bishop queried.

"Bump on the head, mostly," the man answered. "Along with a little thrashing. That stupid 'spider sense' of his saw me coming and he came to meet up with me. He seemed a little shaky though, so I didn't want to bash his brains in."

"Then he should still be useful," Bishop told him, turning his attention towards Michelangelo and Donatello. "Collar him and do the same. Make sure he's anesthetized properly so he won't cause a fuss during the procedure. His abilities are only useful if we have full motor control. If the experiments fail, dispose of him. I can't risk having Tony Stark and the Avengers bringing any attention to my affairs"

Bishop clearly knew that Donatello was currently the strongest free opponent he had, and so he didn't want to waste time. Walking quickly towards the still-dazed mutant, he murmured, "I'm going to enjoy this." Raphael flinched as Bishop threw back his fist, probably meaning to knock Donatello into a cell.

Both were surprised when Donatello quickly withdrew his bo and jabbed Bishop hard in the stomach. "I would've thought you learned by now, Bishop," he told the man as he whacked him again across the back. "When dealing with ninjas, don't ever let your guard down. Mikey!"

"On it, bro!" Michelangelo cried. Apparently, he was feeling much better than he let on. He leapt over the stationary HYDRA agent and sped towards the row of computers. The three men seated there jumped up, but they seemed to be more surveillance men and not as much of a threat as the elite forces that Bishop called in.

Relieved that his brothers were better actors than he had imagined, Raphael once again tensed up when he caught sight of the HYDRA agent withdrawing the thing that looked like a cattle prod and heading towards Michelangelo. "Mikey, watch your shell!"

Michelangelo glanced behind him after knocking out one of the surveillance men. The other two were also coming up on either side of him. From all outward appearances, he was surrounded. He then did something that Raphael thought was a sure sign of idiocy and disregard for all of their training. Michelangelo turned to his right and attacked the man coming at him from there, leaving himself wide open to the other two.

"Oh, Mikey," Leonardo murmured disappointedly.

They were shocked, then, when the HYDRA agent bypassed the turtle and attacked the last of Bishop's men. As the confused lackey screamed whilst being electrocuted, Bishop batted Donatello away and whirled around. At first perplexed, it didn't take him long to figure out what was going on. "Mystique! You treacherous little-"

"Eyes on your opponent, Bishop!" Donatello told him, delivering a hard kick to his chest. Considering how little Bishop faltered from the hit, it was likely that the move hurt Donatello more than it did Bishop. Still, it accomplished its purpose.

Bishop was sent closer to the treacherous HYDRA agent, who took the opportunity to zap him a bit, too. "Donnie," Michelangelo called out. "Get on the machines, bro, and let 'em out. We've got this!" Raphael thankfully watched as Donatello hurried past the two skirmishing agents. They've given Bishop the runaround. No one was anywhere near as injured as he had feared.

Except... Peter still wasn't moving. Looking at the unmasked superhero, Raphael wondered what had really happened to him. Bruises covered his face and his temple sported a bloody wound. His eyes were closed, but it was clear that he was still somewhat conscious and simply trying to block out the sounds of the skirmish. Did Mystique really need to be so rough with him when she was dragging him in?

Thinking about Mystique, Raphael then looked to Kurt. He, too, was immobile. Raphael had held out hope that he had only been playing possum. Sadly, whatever plan his friends managed to develop in that short time span, it didn't include a way to spare Kurt. Raphael wouldn't have been surprised if Kurt had planned it that way. He _did_ seem like the sort to play a martyr.

Raphael took a step back, seeing his cylindrical confines begin to move. Realizing that Donatello got the pods to ascend, he looked towards the other captives. Leonardo was also on his way to being freed, but it looked like Logan was still stuck. "Donnie," Raphael called, "what's the hold-up on Wolverine?"

"It's under a different security channel," Donatello remarked, furiously typing away at the main computer. "I'm having some trouble accessing it. Just distract Bishop while I get these-"

"Whoa!" Michelangelo had somehow ended up on the floor, staring up towards the ceiling. "Guys, why do I get the feeling that that's _not_ a chandelier?"

As soon as he had enough of an opening, Raphael slid out of his pod and glanced upwards. He got a chill when he saw a giant gem of sorts suspended from the ceiling. He suddenly remembered the crystals that lined the cavern that he and Michelangelo had fallen into, the ones that seemed to power the mounted lasers. "Aw, crud," Raphael muttered.

"That's not another Savanti crystal, is it?" Leonardo asked Bishop, not really expecting an answer. Withdrawing his swords, he mentioned, "There's no way that you'd be stupid enough to make another bargain with a Savanti demon."

Bishop had grabbed hold of the faux-HYDRA agent's weapon and pulled it away, severely burning his own hand. "Don't be ridiculous," Bishop growled. "After the betrayal from the _last_ episode? What kind of fool do you take me for?"

"An injured one," remarked the still-masked turtle ally. Kicking Bishop in the stomach, he added, "And a smelly one, considering that singed flesh isn't really my cup of tea. But hey, I don't like tea anyway, so that's all right. Leo, Raph, take care of him while I go help Donnie!"

Though Leonardo quickly obliged, Raphael couldn't help but gawk after the person dressed in the HYDRA uniform. That wry sense of humor... it didn't sound like Mystique at all. And yet, he couldn't deny that it sounded familiar...

"Eyes open, Raph!" Logan suddenly yelled.

Raphael turned his attention back to the matter at hand when Leonardo called his name. Bishop had made a move for him, but Raphael dodged it. "Too slow, Bishop," he remarked. "Maybe you'd be better off-..." He trailed off upon hearing the door to the room opening. Looking back, he cringed as he saw a group of HYDRA agents marching in. "Oh, crud."

He was forced to turn his back on Bishop and punch out a HYDRA agent before he could take out a potentially dangerous weapon. Sensing movement behind him, Raphael glanced back to see Leonardo quickly guarding his back as Bishop attacked. Even so, that still left him to deal with a score of opponents that were too strong to be referred to as "goons."

"Yo tech-heads," Raphael called to his allies at the control panel. "Either hurry up and free Wolverine or join the party." He glanced quickly towards Donatello and the disguised friend. Michelangelo was doing his best to protect them while they worked, but that wouldn't hold for long.

The unknown colleague turned and quickly assessed the situation. Giving up his post, he pulled Donatello away from the computers just as a HYDRA agent broke through and smashed the main console, sending sparks flying. Bishop cried out in rage at the destruction, and chaos ensued.

"Fantastic," Raphael growled. With the computer gone, they had no way of freeing Logan. They'd have to do this on their own, without their strongest fighter. Whereas Logan had organized this entire expedition to begin with, he was forced to watch on from the backburner.

"It doesn't matter." Raphael turned to see Donatello fighting alongside him. "The schematics for that pod weren't in the system. Unless they were on an encoded file, in which case there was no way I could've cracked that under pressure. Bishop must be powering that pod from a different source, specifically for this kind of situation. Let's just focus on clearing the battlefield before we worry about-"

"Different source?" Raphael looked up again, gazing at the giant crystal that Michelangelo had noticed. Judging from their connection to the mounted lasers, Raphael knew enough to be able to guess that it was some kind of alternate power source. "Donnie, can I trust you guys to keep things messy down here?"

"It'll look like Mikey's room," Donatello promised. "You have a plan?"

"No," Raphael answered as he darted away. "But keep 'em off 'a me until I get one." Donatello watched his brother as he ran off, but was quickly preoccupied with several HYDRA agents who came at him at the same time.

Raphael moved towards Logan's pod, eyeing it from top to bottom. "Ya gone Sherlock on me, Junior?" Logan asked suspiciously. He received no answer. Raphael was too busy trying to figure out the mechanics of the pod and seeing how it differed from the others in the room. After a moment, his suspicions were confirmed.

"It's not linked up to the computer," Raphael murmured, taking a step back to look at the top of Logan's containment unit. "Looks like some kinda hydraulic whatchamacallit linkin' it back up. Up there, with that crystal."

"Hydraulic whatchamacallit, huh?" Logan asked, as though bemused. "In case I ever wonder why Don's the smart one, I'll just think back on this moment."

"Can it, Wolvie," Raphael told him, jumping up to reach the top of the pod. Scaling the containment unit and carefully climbing to the top, he said, "Junior's bein' a hero. You just sit tight 'n keep an eye on the bad guys."

It was an awkward climb, but Raphael eventually made it to the lid. Wires at the top of the pod disappeared through another grate in the ceiling. His first instinct was to cut the wires, but Raphael didn't know if that would free Logan or keep him locked away forever. _Somethin' to this thinkin' before actin' business_, he realized as he managed to remove the grate from the ceiling. He began to hoist himself up when something rather unfortunate happened.

He suddenly found himself heavily weighted on his right side, as though his leg had become numb. When the flash of hot pain almost caused him to lose grip and fall, Raphael gritted his teeth and let out a harsh groan. _Can't fall_, he told himself as he continued to pry himself up into the dark shaft. _That'd be instant death._

He didn't stop fighting to pull himself into the duct until he could feel both feet dragging along the cold metal. A glance back told him that he was in the clear, and he leaned his cheek against the dirty floor, breathing hard. Reaching down, Raphael winced as he touched warm blood and had to bite his tongue when he came across the injury. As near as he could figure it, he had been shot just above his right knee.

_Just gotta hope that speed ain't necessary right now_, he told himself as he continued dragging himself along, following the wires trailing below him. He could hear the sounds of the fight going on beneath him and desperately hoped that the others could handle things until he fixed things up here. Of course, he hoped even more desperately that he'd be _able_ to fix things up here, but he tried not to dwell on the consequences of possibly having been shot for no reason.

At length, the wires coiled downwards and disappeared through another grate in front of Raphael. He managed to feel along the edges and disconnect the grill, though he discovered that using his sai was a little difficult under these awkward conditions. Still, Raphael managed to pull it off and looked down.

He was positioned directly above the crystal.

The wires disappeared into what looked like a hole that someone had drilled into the top, making Raphael wish that he had delegated Donatello to pull this job rather than him. All he could do right now was destroy; his brother would actually know if destroying anything would help the problem.

_If this thing's the power source, then gettin' rid 'a it would take away the power keeping the pod locked shut,_ Raphael reasoned. _And if there ain't nothin' keepin' it down, then Wolverine should be able to lift it up 'n get himself outta that. 'Course, considerin' what I heard from Donnie about hydraulics, I could also be disablin' any way of gettin' Logan outta that giant test tube._

Peering about, he saw that the crystal was supported by an iron brace at either side, so it wasn't actually suspended by the cables. It was safe to say that getting rid of those bars would dislodge the crystal, sending it crashing to the ground. Whether the wires snapped or not might also be a huge factor in the success of his rescue mission.

Raphael then realized something that Bishop had said earlier. _"I'm going to _break_ you."_ Raphael had initially thought that the man had simply been referring to the whittling away of their hopes, of breaking their will to survive. In his experience, though, crystals rarely had anything to do with _psychological_ torture. Wherever he had found this gem, whatever he intended to do... Bishop needed this crystal for _some_thing. Even if it meant trapping Logan in his containment unit, the crystal needed to be destroyed.

Raphael already began working on unscrewing the iron bolts as the thought popped into his mind. _Sorry Wolvie,_ he thought. _But with this thing gone, hopefully my bros have a better chance 'a beatin' up the bad guys or wreckin' their schemes. And once we got that taken care of, Donnie can work out some way to free ya._

He just managed to pull his hand away when a bright red laser blast hit the ceiling a few inches away from where he was working. "No, you idiots!" Bishop cried out. "You'll damage the Utrom crystal! Enter the duct and destroy the turtle!"

_Utrom crystal?_ Raphael thought as he quickly went back to work, seeing two of the HYDRA agents presumably headed up towards him. _That cinches it. Whatever this thing is, it ain't stayin' in Bishop's hands._

"Heads!" Raphael shouted, seeing Michelangelo close to where the first brace would drop. Looking up, Michelangelo saw what was happening and quickly changed places with his opponent. Raphael let the L-shaped, foot-long bracket fall, hitting the enemy right on the head.

"Nice," Michelangelo called.

"Clear the area," Raphael warned. "Next one's comin', and then the rock's on its way."

As Michelangelo scurried along, Raphael saw that another HYDRA agent nearby hadn't been listening and looked like he was surveying the situation. With any luck, Raphael would be able to take another one down before he knew what hit him. Which was just as well, as he could hear metal creaking behind him as Bishop's men attempted to thwart his plans.

Being used to unscrewing things with his sai after this entire adventure, Raphael removed the second brace easily and sent it falling. He was surprised when, without looking up, the HYDRA agent did a back flip and dodged it. Seeming to be surprised by the dropped brace, he looked up and called, "Easy there, Romeo. A concussion's not exactly conducive to a successful date."

_Romeo?_ Though the remark could have easily been made by Mystique, Raphael knew Romeo as the joking nickname given to him by... "Spider-Man? Then who the heck is _that_?" Raphael cried, pointing in the direction of the still-comatose Peter.

Just when things clicked in his mind, Raphael saw another blast off to his left and acted on instinct. Though the crystal was dipping, it hadn't fallen. Clearly, it needed some extra weight. And since it was blocking his only escape route, Raphael slithered towards it and threw himself on top of it. He heard the wires snap as the crystal began to fall.

"Raph, roll off of it!" It didn't seem like the best of ideas, but knowing who was under the HYDRA mask made the turtle slightly more trusting, so he bit back the pain and leapt off the crystal. He rolled onto the floor as Spider-Man, still disguised as one of the bad guys, used his webbing to catch the crystal and flung it to the opposite corner of the room, crashing directly into a large cache of HYDRA agents and shattering.

Weakly making his way onto his elbows, Raphael looked at someone lying a few yards away from him. Though he had thought that it was Peter, he now knew what had happened. Mystique. Since she was already injured, she had morphed into Peter's likeness while he dressed up as a HYDRA agent. So long as Bishop thought that all of his opponents were near death, they would have the advantage.

Had she simply bumped into Peter, Donatello and Michelangelo and succumbed to being forced into their strategy? No, Mystique didn't really seem like the type to "succumb"; at worst, she had morphed into Peter to save herself and was discovered by the others. Still... could that have really happened in the short amount of time between Raphael being captured and his brothers being teleported?

Raphael's speculations were cut short by a shadow suddenly looming over him. Just as he looked up, Bishop grabbed hold of his throat and lifted him up. The turtle grimaced at having the agent's snarling face suddenly so close to his.

"You insufferable _pest_," Bishop growled. "Do you have _any_ idea how valuable that crystal was? Even if it didn't manage to degenerate you, just a small taste of Utrom technology is enough to set human progress forward five hundred years!"

"Then is it really 'human' progress?" Bishop dropped Raphael as six adamantium claws pierced through his back. Raphael screamed as he landed on his injured leg, and Bishop soon followed suit as Wolverine twisted the blades embedded under his flesh. "After all these years 'a stickin' metal in people and usin' that big brain 'a yours to discover the secret 'a immortality," Wolverine sneered, "ya wanna go ahead 'n make a cheat sheet for yourself? Not that I thought ya had any standards, but that's low even for _you_."

Still believing that he could escape from the escaped mutant, Bishop gritted his teeth and pulled himself away from the claws. As he whirled around to face his opponent, however, he realized that this was the feral Wolverine. The man who was enough of a beast _before_ he was captured and forced into Weapon X. The man who terrified even the most steadfast of Bishop's men even _before_ they had given him built-in weapons. The man whose real name was James Howlett and who John Bishop had, with his own hands and research, helped turn into Wolverine.

Whether the comparison to Frankenstein made it through Bishop's head before the adamantium punctured through his heart, no one knew... nor did they care.

Raphael slowly made it onto his left knee, gazing into the absent stare of Bishop's eyes as he fell to the floor in front of him. After observing him for a few moments and not noticing any breathing, Raphael asked, "He ain't really dead, is he?"

"The bad ones don't die," Wolverine answered. "If they did, there'd be no reason for us good guys to stick around, huh?" Retracting his bloodstained claws, he murmured, "We'll be seein' 'im again. Maybe not in this body or even in this world, but I'm willin' to bet that we won't get far without encounterin' another Bishop."

Raphael looked up to see a bloodied hand being offered to him, and he slowly took it and allowed for Wolverine to help him up. "You okay?" Raphael asked. "They didn't shoot ya up with no crazy drugs or pulled some lame torture on ya or nuthin', did they?"

"Kid gets shot up and he still asks after other people," Wolverine smirked, bracing Raphael against a wall. "Don't worry about me. Bishop was actually surprised we found 'im, since he left a trail for me somewhere else. I was just hopin' to look for info here before sendin' the creep off, so I gotta admit to bein' as unprepared for 'im as he was for me. Guess preparation don't much matter to me as it does for some people."

He looked back, noticing that there was only a handful of HYDRA agents left and that Nightcrawler still appeared to be in bad shape. "Dead or alive, ain't gonna forgive 'im for what he did to Nightcrawler." Looking back to Raphael, he added, "You sit tight. I'm gonna help your brothers clean house before gettin' that Elf outta here." Before Raphael could say anything, Wolverine's claws were already extended and he moved to make up for the time he was standing around in his pod.

As Raphael watched him go, Spider-Man swung in besides him and crouched on the wall. His HYDRA mask was gone, and he looked at Raphael's wound with concern. "I heard of taking one for the team , but us superhero types tend to take that a little too seriously."

"Us?" Raphael asked, glancing at Spider-Man as he landed on his feet and continued to peer down at the bleeding injury on Raphael's leg. "Since when'd I get lumped in with you costumed crazies?"

Spider-Man glanced up at him as he crouched down besides Raphael. "When? I don't know... maybe when you decided to take a bullet to free Wolverine."

"Yeah," Raphael responded sarcastically. "Because that was part 'a the game plan."

"Taking risks is part of the game plan," Spider-Man replied sincerely, shredding the useless HYDRA uniform and beginning to wrap Raphael's wound. "And by not just doing the easy thing of trying to break everything in sight, you were taking risks."

"Breakin' somethin' mighta kept Wolvie locked up," Raphael stated.

"And you didn't want that," came the retort. "It would've been easy to accidentally do something to worsen Wolverine's situation. Instead, you thought up a plan and accepted the fact that you'd be drawing attention to yourself as you worked to save your teammate, hoping to free him so he could fight like a maelstrom and help the _rest_ of your teammates. Am I right, or am I awesome? Either way, I can live with the outcome."

Raphael glanced up to see that Wolverine had successfully dispersed the remaining enemies and now seemed to be having a heated discussion with Leonardo, Donatello, and Michelangelo. Seeing something out of the corner of his eye, Raphael looked to see that Mystique had reverted to her original form and was now trying to make her way up to hands and knees, without much success. Four turtles, two blue mutants, a wolverine, and a human spider. "Heh," he laughed without answering Spider-Man's question. "Ya got a funny definition 'a the word 'team.' Ya lumpin' Mystique in with your ragtag vigilantes?"

Looking at Mystique, Spider-Man stood as he remarked, "As much as I'd rather not, we _do_ kind of owe her. She's the one who offered up the plan of borrowing my face for a bit to get Bishop to lower his guard."

"What?" Raphael asked, surprised.

"Well sure," Spider-Man said, looking back at Raphael. "How else could Mike and Donnie have known that hitchhiking on Nightcrawler would've brought them here? And how would I know how to navigate myself here if she hadn't given me directions?" Seeing Raphael's befuddlement, he explained, "Remember, I said that Mystique tends to err on the side of the illegal, _not_ evil. She's got her own motives for doing things. Money, freedom, safety, whatever. And while she might never be voted Mother of the Year, she wasn't going to just stand by and let something happen to Kurt. In all honesty, that's probably why she abandoned him as a baby; she didn't want to force her life on him and risk something bad happening."

Raphael thought about it for a moment. For all of her trickery, for all of her beliefs about siding with "the highest bidder," Mystique wasn't about to abandon her son. Whether or not she loved him, she valued his life. She valued it enough to take risks. So while their basic ideologies might differ, Mystique actually _wasn't _one of the bad guys. For someone who tends to see things in black and white, this shade of gray was a startling revelation for Raphael.

"Spidey," Wolverine called, approaching the pair. "The boys in green are settin' up to send this place into outer space. Before the Big Bang comes back around, ya better take Nightcrawler and get 'im to safety."

"Right," Spider-Man replied. "Though I've got to admit, an early Fourth of July fireworks show seems a little out of place in Canada, don't you think?"

"Shut your trap or I'll shut it for you," Wolverine answered. "Just get Elf back to the cliff while I take care 'a Raph. The others can manage on their own." Spider-Man nodded and headed for Nightcrawler.

Raphael watched his brothers scurry about to place detonators in various places in the room before exiting and disappearing from sight. He was about to call out to them when Wolverine stopped him. "They're takin' out the entire compound. We figure that this is the bottom floor, so startin' here and workin' our way up will get rid 'a this damned place for good. C'mon, Junior; ya can hold my hand while we cross the laboratories."

Seeing that nearly everyone else had already left the room, Raphael's eyes fell upon Mystique. She had caught sight of Spider-Man carrying Nightcrawler towards the exit, and she reached out a wavering hand towards him. Exhausted, she fell back down and seemed to give up the idea of fighting or of rescue. "What about her?" Raphael asked. "I can limp, but she can't move. Somebody gonna come back for her?"

Wolverine seemed to eye him curiously for a long time. Finally, he crossed his arms over his chest and said, "She was sidin' with Bishop. If Nightcrawler hadn't decided to join us, she'd be sittin' at Bishop's right hand and this fight might still be goin' on. Only reason she set herself up for what happened was because she was actin' on a mother's instinct. Is that really somebody worth savin'?"

"There are plenty 'a mothers who ain't got no 'mother's instinct!'" Raphael argued. "I don't know who she is or how she 'n her son ended up so different, but she got herself beaten down because she didn't like seein' him hurt. Leavin' her here after what she went through for Kurt... it's inhuman!"

"Not surprisin'," Wolverine laughed. "Neither 'a us are human." Frustrated, Raphael turned away from him and stumbled toward Mystique. As he bit back various obscenities while he bent down to attempt to pick her up, Wolverine kept an eye on him and asked, "Why do ya care anyway? She's a bad guy."

Raphael ceased his struggle with the mostly-unconscious woman. After a moment, he glanced at Wolverine over his shoulder and remarked, "Leavin' her here when she helped us and is still breathin'... that's gonna make me no different from Bishop."

"Speakin' 'a Bishop," Wolverine told him, "notice an empty spot on the ground?" Raphael whirled around. Bishop was nowhere in sight. "Wish I knew how he kept doin' that," Wolverine stated. "But then, there are probably plenty 'a people who say the same thing about me."

Slowly approaching Raphael, Wolverine continued, "Could be I missed his heart completely. Could be that he needs some time to recuperate. Or it could be that he was only fakin' it just as much as your brothers were earlier. And if that's the case, ya gotta be ready to play the fight-or-flight card. Both 'a those things are hard if you're carryin' dead weight on ya."

Raphael remained silent, slowly coming to the realization that this was yet another lesson that Wolverine chose to throw at him. "Yeah, I know it's hard," Raphael responded quietly. "But I ain't exactly used to easy street."

Glancing down at Mystique who looked at him through half-lidded eyes, Raphael said, "I think I figured it out, Wolvie. That thing we were talkin' about in the van. I know what I'm protectin' now. First I thought it was just my family, then I thought it was our way 'a life. But now... it ain't just that. It ain't our way 'a life; it's _life_. It's the right to live. The right to exist. Some people deserve what's comin' to them, but I ain't judge 'n jury. Besides... people can change, can't they?"

Wolverine said nothing for a long time. Finally stepping in behind Raphael, he told the turtle, "Some can. Some can't. Dunno if Mystique's one 'a them. Is that a risk you're willin' to take?"

"I'm... irredeemable," Mystique muttered, though not without a trace of humor.

"Maybe," Raphael admitted. "But I don't care about that. Ya did what was right by Nightcrawler, and ya ended up helpin' my bros. And that's somethin' I _do_ care about. So for now, I ain't lettin' ya get caught in the crossfire. And Wolverine can either help me with ya, or he can explain to the others why I lost more blood than necessary."

No one moved for a moment, making Raphael wonder if he had been wrong, if Wolverine really _was_ reluctant to help Mystique. He wondered if Mystique was the one faking and he was just playing into her hands. When he saw Wolverine move to her other side and pick her up in his arms, Raphael realized that, had this entire adventure just been a strange test, he had just passed the final exam.

"Don't see no reason for ya to lose any blood at all, unless ya irritate me," Wolverine told him, offering an awkward hand to Raphael. When the turtle was on his feet, Wolverine told him, "Ya got a heart somewhere under there, Junior. And while it could be your biggest weakness, it's also the main thing that separates ya from most 'a the people who end up on the wrong side 'a your sai. So hide it away if ya got to; just never forget where ya put it."

With those words in mind, Raphael slowly followed after Logan as he led him to safety.


	8. Chapter 8

"What the heck is _she_ doing here?"

Raphael ignored Michelangelo's reaction to Mystique's presence. They had all just gathered by the cliff where their vehicles were waiting for them. Spider-Man was in the back of the van, looking after Kurt, and Donatello was already approaching Raphael, attempting to look after his bullet wound.

"Not me, chump," Raphael told him, pushing him away. Pointing towards Mystique, he said, "I can walk. She ain't even conscious anymore. I think ya should look over her first to make sure no one's gonna be dyin' on us." After receiving a nod from Wolverine, Donatello motioned him towards a stretch of grass to lay her down on.

"Seriously, bro," Michelangelo told Raphael in a loud whisper. "Why's she here? She brainwashed you or something? You _do_ remember that she was a bit obsessed with the whole 'morph-into-Mikey' bit, right?"

Ignoring Michelangelo once again, Raphael sat down on the ground, relieved to get some of the pressure off his injured leg. When Leonardo crouched down besides him, Raphael quietly asked, "Leo... what happened? How'd ya get caught?"

Leonardo searched his brother's eyes for a moment, fairly certain that Raphael had already pieced together a lot of the story. "She led me right to where she had seen Nightcrawler last. There were plans, schematics... we pieced together what had happened to him just as some of Bishop's men found us. We fought for a bit before realizing we needed to retreat, and someone shot a dart or something at me. I'm guessing it was meant to take me down, but all it did was shatter the tracer I was wearing." Leonardo remained quiet for a moment, turning to look to where Donatello and Wolverine were doing what they could with Mystique. "I got caught, but not before she took a few bad hits for me. She was counting on me to save Nightcrawler. That's what she kept saying. When she saw that I was already taken out, she ran off."

"She ran into the room we were in just when you got popped out of the picture," Michelangelo continued. "She told us what had happened and said to be careful of Nightcrawler because Bishop was using his powers. Then Little Boy Blue came in, and we stayed behind him, since the camera he was wearing was on the front of that weird collar around his neck. We came up with a plan and when we were ready, Donnie and I hitched a ride while Spidey took Mystique back the long way. The rest is pretty much history."

Raphael looked down, considering the story. So... Mystique had the chance to escape numerous times and _still_ stuck around for Nightcrawler. For her son. Feeling Leonardo's hand on his shoulder, Raphael looked up. "I was hoping you wouldn't leave her behind, Raph. Thanks."

"Yeah," Michelangelo agreed. "She ain't perfect, but she's Kurt's mama. That doesn't mean I trust her anymore than I can throw her, though!"

"She's fairly light," Logan said, stepping up behind the group of turtles. "Ya might be able to hurl her pretty far, if ya had reason to."

"How's she holdin' up?" Raphael asked.

Joining the others, Donatello remarked, "She'll be fine. I've patched up the open wounds, but she's still badly bruised. As far as I can tell, nothing's broken and it doesn't seem like she has a concussion, though I haven't got the equipment to look for fractures." Casting a sideways glance at Wolverine, he asked, "I don't suppose you know of some doctors who wouldn't freak out at the thought of treating a blue mutant, do you?"

"I reckon you'll meet up with some of our docs eventually, especially if we're goin' on anymore 'a these little excursions together," Logan answered. "I won't bother usin' my contacts on Mystique though."

"What?" Raphael barked out, jumping to his feet. "After ya made me feel guilty about what would happen to her, you're gonna just ditch her without givin' her some medical treatment?!"

"Cool your jets, runt," Logan smirked. "Nobody asked ya to go softie on me to begin with. All I'm sayin' is that doctors ain't never been Mystique's way, at least not any 'a the doctors _I'd_ take her to. She's got her own contacts, 'n she's welcome to use 'em. And even if she wasn't, she'll do it anyway. I told ya before, she's got her own reasons for doin' things. What matters is that ya gave her the chance to live 'n keep doin' em, or to learn 'n do things different."

"I didn't know they still gave after-school specials," Peter remarked.

The others turned to see Peter once again in his civilian clothing, helping a clearly worn out Kurt disembark from the van. Some bandages covered the wounds that have been made on his torso, and he had a blanket draped over him to shield him from the cold. Kurt smiled a little upon seeing the turtles' concerned looks. "If I had known that my emergence would attract an audience, I would have charged for tickets."

"Kurt, you're okay!" Michelangelo exclaimed.

"Of course," Kurt explained. "I was lucky. You managed to take me out of there before any invasive surgery could be done. And somehow Parker here has figured out how to remove the collar without blowing up half the country. All that remains is the rather uncomfortable traces of illness and fatigue from being forced to teleport so many people so frequently."

"But... you're still bandaged up," Leonardo stated.

Kurt looked down for a moment, his golden eyes shining a little in the coming twilight. He didn't need to say anything else. If he hadn't been hurt due to a surgical procedure, then it had happened during battle... or during torture.

"Nightcrawler," Raphael told him solemnly. "I'm sorry. If I hadn't jumped in after Mikey instead 'a just trustin' that you'd help him, we wouldn't have been split up, and maybe none 'a this woulda ever happened-"

"Oh, shut up, Junior," Logan interrupted. "Elf brought it upon himself by volunteerin' to come with us. And if he hightails it, he's still gotta chance to say goodbye to his mom. She ain't get too far yet." Surprised, the others looked to where Mystique had been left, presumably unconscious. There was no trace of her.

"Impossible!" Donatello proclaimed. "She couldn't have been able to move! She was hurt way too-" Seeing Kurt's downcast eyes, Donatello backtracked with, "Uh, actually, maybe she could. I could have been wrong in gauging her injuries."

"That doesn't matter!" Raphael protested. "She up 'n left! She didn't even say goodbye to Kurt! After I stuck my neck out 'n-"

"It is quite all right, Raphael," Kurt said quietly. A very small smile was on his face as he thought about the woman that he knew as his mother. "As Logan said, she has her reasons for doing what she does. She keeps her distance from me, perhaps because she is still not ready to accept the consequences of bearing a son whose ideals are so different from hers. But I have faith that one day, whether in this life or the next, she _will_ be ready... and I pray for the strength to accept her and give her a chance." Looking up to Raphael, he concluded with, "After all, if _you_ were able to do so, then I can only hope that I can emulate that strength."

Raphael was startled by Kurt's frank appraisal of his actions. Strength? Did it really take strength to safe the life of one that he had considered an enemy? Then if so, maybe he and his brothers were already stronger than they had imagined.

"Hello?" Michelangelo queried. "We helped too, didn't we? I mean, _I'm_ the one that pointed out the crystal to begin with, and Donnie and Leo busted us out of our cages, and-"

"Put a sock in it, Mikey," Peter told him good-naturedly. "We're short on time, anyway. Kurt should be resting, but he wanted to come out and say goodbye before we went our separate ways."

"We're splittin' up?" Raphael asked.

"Simplest thing to do," Leonardo responded. "Donnie and I have got the helicopter stashed not too far away. Let the superheroes go their way and we go our own."

"Pfft," Michelangelo remarked, "you're acting like there's a difference between us. Honorary Avengers, remember? So what if our membership cards got lost in the mail?"

"Besides," Donatello added, moving to help Raphael stand up, "I'd like to look at your wound as soon as possible. And since I managed to pocket a few shards of this supposed 'Utrom crystal,' I'd like to run some tests on it and see exactly what it was that Bishop had intended to do."

Allowing for Donatello to hold him up, Raphael looked at the image inducer that was still strapped to his wrist, albeit it a little broken after all of the smashing about. "I guess I better give this back to ya," he told Logan. "Shame I didn't get the chance to use it much."

"Ya kiddin'?" Logan asked. "Keep it. Compliments 'a Stark Enterprises. Maybe Don can tinker with it for a bit and figure out a way to make one for each 'a ya. It would probably make your lives a little easier."

"What is it?" Leonardo asked.

"Can ya eat it?" Michelangelo brought up. "I'm starved."

"Way to rush a goodbye, Mikey," Donatello told him jokingly. Turning to Peter and Kurt, he said, "Thanks for keeping us in the loop about what was happening, guys. Considering how banged up we got, I'd hate to think of what would've happened to Raph and Wolverine if they had stormed in on their own."

"Don't mention it," Peter replied.

"At least not until I have had a few days to sleep it off," Kurt remarked, slowly headed back to the van. Flashing a wave towards the turtles, he said, "Have a safe trip. We should arrange a meeting that does _not_ involve any mad scientists, _ja_?"

As the turtles bade Kurt and Peter farewell, Raphael and Logan glanced at one another. Holding a hand out for Raphael to shake, Logan told him, "Ya did good today, Junior. Gimme a call when ya want me to be the sidekick next time."

"Yeah right," Raphael scoffed, shaking Logan's hand nonetheless. "Maybe I'll call ya when I wanna _be_ the sidekick for a change. Today was all about me."

"You keep tellin' yourself that," Logan remarked, headed towards his jeep. "And I'll keep tellin' myself that the sky's green. We'll see which one 'a us gets proven right first." As the friends parted ways, the ground began to rumble as explosives in the remains of the Weapon X complex went off.

Feeling just a little bit more fulfilled, Raphael silently thanked Logan.

* * *

"Well _that's _a grim discovery."

Raphael looked up from the television at Donatello's remark. His brother had hardly moved from his workstation ever since they had returned from Alkali Lake two days before. Shutting off the television, Raphael asked, "_What_ is?"

The rest of the family had been in the vicinity and turned to Donatello as it seemed he finally had an answer after all of his research. "In layman's terms," he told them after picking up the shard of the crystal he had brought back, "this thing is _amazing_. There are pretty much no limits to its abilities as a power source, medicinal uses... all the sorts of things that New Age loonies credit to crystals to begin with, only with actual scientific fact to back it up and magnified by about a million. The downside to all of that is, after forcing myself to get into Bishop's head to figure out what he could want it for, I discovered that it had anti-mutagenic properties."

"Anti-mutagenic?" Leonardo asked. "You mean he was intending on using that crystal to reverse the effects of our mutation? To turn us back into regular turtles?"

"Not only that," Donatello continued, "but while it might have turned us back into turtles, it also could have eliminated the mutant genes in Wolverine's DNA as well. In a sense, he's be turning Wolverine into plain old Logan. Given that his regenerative abilities have slowed the aging process, the strain might have proved to be too much for Logan's system and it could've killed him."

"So it would've been a way to undo the thing he created," Michelangelo realized. "Like Frankenstein trying to build a time machine to unmake the monster, and just causing a whole bunch of problems with the space-time continuum."

"As much as I hate encouraging you, Mikey," Donatello said, "that's exactly right."

"Then it is good that Mr. Logan came forth with this mission when he did," Splinter concluded. "Had Bishop been given the time to prepare the crystal and form a plan for your capture, the effects would have been catastrophic."

Raphael thought about this for a moment before leaning back against the sofa. His injured leg was propped up on an ottoman and still hurt a bit, but the pain was slowly fading. "Hey Raph," Leonardo called. "Have you heard from Wolverine at all?"

"Yeah," Raphael replied after a moment. "He came around when you guys were out patrollin' yesterday. Said something about helpin' Spider-Man take care 'a one 'a his enemies, since the kid's got more 'a 'em than all 'a the Avengers put together."

"Another enemy for Spidey, huh?" Michelangelo commented. "Guess old MJ's gonna be awful lonesome for the next few nights. I wonder who this member of Spidey's rogue gallery is. Wolvie drop a name?"

Raphael shrugged, not really concerned about it. "Somethin' about some crazy guy in a black suit named Venom. I ain't too worried about it." As Michelangelo began lamenting the fact that none of their nemeses bothered with cool names anymore, Raphael thought back on the recent events of the past few days.

He wondered if he should tell his brothers that Logan had known all along what Bishop's ultimate plan was. If he should mention that Logan had always known that they weren't walking into a "dead cell," that that was why he accepted the back-up from the others. He wondered if he should bother telling them that they had all participated in a test that the world's toughest teacher had half-orchestrated solely to determine Raphael's true strength. _Ya wasn't the leader_, Logan had said. _But I had to see if ya could _be_ a leader, cuz those kinda titles change real quick in a battle, Junior._

_Why?_ Raphael had asked. _Why didja have to see?_

It had taken Logan a moment to respond. Finally he had said, _Because when I met ya, I saw somethin' familiar. Somethin' from a long time ago. You're me, Junior. You're me the way I was when I was your age, and I figure that somebody had better rein that in before ya turn into me from before I met up with the X-Men. Because if ya ain't strong enough to fight for somethin' ya believe in, then somebody like you or me is just gonna become a monster who ain't gonna believe in nuthin' anymore. Can't have that, Raph. One 'a me's more'n enough._

So in the end, it really _had_ been a lesson. A lesson learned through hardship and pain, and a lesson that involved more people than it should have. Raphael wondered if that wasn't what a life lesson was really all about.

"Hey bro," Michelangelo said, sitting besides him. "Why'd you get so quiet?"

In an uncharacteristically hushed voice, Raphael replied, "I'm just thinkin'."

Michelangelo seemed to wait for a punch line, but none came. After looking Raphael over for a moment, Michelangelo kicked the ottoman that was cradling Raphael's leg away. With a yell, Raphael demanded, "What the _hell_ didja do _that_ for, shell-for-brains?"

Noticeably relieved, Michelangelo told the others, "It's okay, it's okay; we _didn't_ bring back Mystique!"

END

* * *

**Author's note**: Yes, the ending is cheesy, but I needed to write something light-hearted after all of the thinking I made Raphael do. Apologies for the long wait in between some chapters, and let's hope that doesn't happen again mid-story. I know there will probably be three more stories like this, in which one of the turtles is the major character opposite of a Marvel character. So if you liked this one-and I hope you did-there's definitely some more to come. :)


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